TW HOLDINGS, INC.,

                                   as Seller,

             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                         doing business as SEAFIRST BANK
                       AND OTHER PURCHASERS NAMED HEREIN,

                                 as Purchasers,

                                 SEAFIRST BANK,

                                    as Agent,

                                       and

                            TRENDWEST RESORTS, INC.,

                               as Master Servicer



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


                                   $93,000,000

                           SECOND AMENDED AND RESTATED
                         RECEIVABLES TRANSFER AGREEMENT


                            Dated as of June 1, 1997



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




<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>                                                                                                               Page
         <S>                                                                                                     <C>
         ARTICLE 1                  DEFINITIONS.................................................................  3

                  Section 1.1  Certain Defined Terms............................................................  3
                  Section 1.2  Usage of Terms................................................................... 23
                  Section 1.3  Accounting Terms................................................................. 23

         ARTICLE 2                    THE COMMITMENT; TRANSFER OF RECEIVABLES................................... 24

                  Section 2.1  The Commitment................................................................... 24
                  Section 2.2  Certain Purchase Procedures...................................................... 24
                  Section 2.3  [Reserved]....................................................................... 25
                  Section 2.4  Conveyance of Receivables........................................................ 25
                  Section 2.5  Custody of Receivable Files...................................................... 27
                  Section 2.6  Duties of Master Servicer as Custodian........................................... 28
                  Section 2.7  Instructions; Authority to Act................................................... 29
                  Section 2.8  Indemnification by Master Servicer as
                                    Custodian................................................................... 29
                  Section 2.9  Effective Period and Termination................................................. 29

         ARTICLE 3                  EARNED YIELD................................................................ 30

                  Section 3.1  Earned Yield..................................................................... 30
                  Section 3.2  Selection of Yield............................................................... 30
                  Section 3.3  Applicable Days for Computation of Yield......................................... 31
                  Section 3.4  Unavailable LIBOR Rate........................................................... 31
                  Section 3.5  Yield Protection................................................................. 31
                  Section 3.6  Funding Losses................................................................... 33

         ARTICLE 4                  COLLECTIONS AND SETTLEMENTS................................................. 34

                  Section 4.1  Collections...................................................................... 34
                  Section 4.2  Reinvestments.................................................................... 34
                  Section 4.3  Settlement Procedures............................................................ 34
                  Section 4.4  Deposits to Collection Account to Avoid
                                    Break-Funding Costs......................................................... 35
                  Section 4.5  Deemed Collections............................................................... 36
                  Section 4.6  Allocation of Payments and Collections........................................... 36
                  Section 4.7  Order of Distribution by the Agent............................................... 37
                  Section 4.8  Collection Account............................................................... 37
                  Section 4.9  Lock Boxes....................................................................... 38

         ARTICLE 5                  FEES AND OTHER PAYMENTS..................................................... 39

                  Section 5.1  Fees............................................................................. 39
                  Section 5.2  Termination Event Rate Payments.................................................. 40
                  Section 5.3  Payments......................................................................... 40


                                                    i

<PAGE>



         ARTICLE 6                  CONDITIONS OF PURCHASES..................................................... 41

                  Section 6.1  Conditions to Initial Purchase................................................... 41
                  Section 6.2  Conditions to All Purchases...................................................... 42

         ARTICLE 7                  REPRESENTATIONS AND WARRANTIES.............................................. 43

                  Section 7.1  Representations and Warranties as to the
                                    Seller...................................................................... 43
                  Section 7.2  Representations and Warranties as to the
                                    Receivables................................................................. 46
                  Section 7.3  Additional Representations and Warranties
                                    as to the Mortgage Loan Receivables......................................... 49
                  Section 7.4  Repurchase Upon Breach: Optional
                                    Repurchase.................................................................. 52
                  Section 7.5  Representations and Warranties as a Whole........................................ 53

         ARTICLE 8                  AFFIRMATIVE COVENANTS....................................................... 54

                  Section 8.1  Affirmative Covenants of the Seller.............................................. 54
                  Section 8.2  Affirmative Covenants of TRI..................................................... 57

         ARTICLE 9                  NEGATIVE COVENANTS.......................................................... 58

                  Section 9.1  Negative Covenants of the Seller................................................. 58
                  Section 9.2  Negative Covenants of TRI........................................................ 59

         ARTICLE 10                 SERVICING, ADMINISTRATION AND COLLECTIONS................................... 60

                  Section 10.1  Designation of Master Servicer.................................................. 60
                  Section 10.2  Duties of the Master Servicer:
                                    Subservicers................................................................ 62
                  Section 10.3  Collection Responsibilities; Receivable
                                    Modifications............................................................... 65
                  Section 10.4  Maintenance of Insurance........................................................ 66
                  Section 10.5  Assumption and Substitution Agreements.......................................... 67
                  Section 10.6  Realization Upon Defaulted Receivables.......................................... 67
                  Section 10.7  Payment of Fees and Expenses of Agent:
                                    No Offset................................................................... 68
                  Section 10.8  Servicing Fee................................................................... 68
                  Section 10.9  Representations and Warranties as to the
                                    Master Servicer............................................................. 69
                  Section 10.10 Existence; Status as Master Servicer;
                                    Merger...................................................................... 70
                  Section 10.11             Performance of Obligations.......................................... 71
                  Section 10.12             Liability of the Master Servicer:
                                     Indemnities................................................................ 71




                                       ii

<PAGE>



         ARTICLE 11                 TERMINATION EVENTS.......................................................... 72

                  Section 11.1  Termination Events.............................................................. 72
                  Section 11.2  Remedies........................................................................ 74

         ARTICLE 12                 THE AGENT................................................................... 75

                  Section 12.1  Authorization and Action........................................................ 75
                  Section 12.2  Duties and obligations.......................................................... 76
                  Section 12.3  Dealings with the Seller........................................................ 77
                  Section 12.4  Purchaser Credit Decision....................................................... 77
                  Section 12.5  Right to Rely on Payments....................................................... 78
                  Section 12.6  Limitations on Liability;
                                    Indemnification............................................................. 78
                  Section 12.7  Successor Agent................................................................. 79
                  Section 12.8  Delegation of Duties............................................................ 80
                  Section 12.9  Merger of Agent................................................................. 80

         ARTICLE 13                 ASSIGNMENTS AND PARTICIPATIONS.............................................. 80

                  Section 13.1  Generally....................................................................... 80
                  Section 13.2  Assignments..................................................................... 80
                  Section 13.3  Participations.................................................................. 82

         ARTICLE 14                 SELLER INDEMNITIES.......................................................... 82

                  Section 14.1  Indemnities by the Seller....................................................... 82

         ARTICLE 15                 MISCELLANEOUS............................................................... 84

                  Section 15.1  Repurchases for Administrative
                                    Convenience................................................................. 84
                  Section 15.2  Substitution of Receivables..................................................... 85
                  Section 15.3  No Waiver; Remedies Cumulative.................................................. 85
                  Section 15.4  Governing Law................................................................... 86
                  Section 15.5  Notices......................................................................... 86
                  Section 15.6  Severability.................................................................... 87
                  Section 15.7  Entire Agreement; Amendment..................................................... 87
                  Section 15.8  Submission to Jurisdiction: Etc................................................. 87
                  Section 15.9  Waiver of Jury Trial............................................................ 88
                  Section 15.10             Captions and Cross-References;
                                     Incorporation by Reference................................................. 88
                  Section 15.11  Counterparts................................................................... 88
                  Section 15.12  Confidentiality................................................................ 88
                  Section 15.13  Resale of Receivables.......................................................... 88
                  Section 15.14  Oral Agreements Not Enforceable................................................ 89
</TABLE>





                                       iii

<PAGE>



SCHEDULES

Schedule 1                 Credit and Collection Policy (Right to Use
                           Receivables
Schedule 2                 Credit and Collection Policy (Mortgage Loan
                           Receivables)
Schedule 3                 Schedule of Right to Use Receivables
Schedule 4                 Schedule of Mortgage Loan Receivables
Schedule 5                 Locations of Receivable Files




EXHIBITS

Exhibit A                  Form of Purchase Notice
Exhibit B                  Form of Purchase Certificate
Exhibit C                  Forms of Right to Use Receivables
Exhibit D                  [Reserved]
Exhibit E                  Form of Settlement Statement
Exhibit F                  Form of Lock Box Notice
Exhibit G                  Form of Opinion of Washington Counsel
Exhibit H                  Forms of Opinion of Oregon Counsel
Exhibit I                  Form of Opinion of Nevada Counsel



                                       iv

<PAGE>



                         RECEIVABLES TRANSFER AGREEMENT


         This Second Amended and Restated Receivables Transfer Agreement is made
as of June 1,  1997  (the  "Agreement"),  among  TW  HOLDINGS,  INC.,  a  Nevada
corporation  (the  "Seller"),   BANK  OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS
ASSOCIATION,  a national  banking  association,  doing business as SEAFIRST BANK
("Seafirst")  and  the  other  Purchasers   named  herein   (collectively,   the
"Purchasers"),  Seafirst,  as agent for the Purchasers  (in such  capacity,  the
"Agent"), and TRENDWEST RESORTS, INC., an [Oregon] corporation ("TRI" or, in its
capacity as Master Servicer, the "Master Servicer").

                                    RECITALS

         WHEREAS,  the Seller is in the business of purchasing from time to time
certain right to use timeshare receivables (the "Right to Use Receivables") from
TRI and from Eagle Crest, Inc.
("Eagle Crest");

         WHEREAS,  the Seller was formerly  also in the  business of  purchasing
from time to time from Eagle Crest Partners, Ltd. (together with Eagle Crest and
TRI,  the  "Originators")  certain  mortgage  loan  timeshare  receivables  (the
"Mortgage Loan Receivables" and, together with the Right to Use Receivables, the
"Receivables");

         WHEREAS,  the  Seller,   Seattle-First  National  Bank  (the  "Original
Purchaser" and predecessor by merger to Seafirst),  Seattle-First  National Bank
as agent, and Jeld-Wen,  inc. as master servicer executed a receivables transfer
agreement  dated as of December 31, 1993 (the  "Original  Transfer  Agreement"),
pursuant to which, among other things, the Original Purchaser provided financing
to enable the Seller to purchase Right to Use Receivables from TRI;

         WHEREAS,  the parties to the Original  Transfer  Agreement  executed an
amended and restated  receivables  transfer  agreement dated as of June 1, 1994,
pursuant to which, among other things, the Original Purchaser provided financing
to enable the Seller to purchase,  not only Right to Use  Receivables  from TRI,
but also Mortgage Loan Receivables from Eagle Crest Partners,  Ltd. (predecessor
to Eagle Crest);

         WHEREAS,  the amended and restated receivables transfer agreement dated
as of June 1, 1994 (as amended, the "Prior Transfer Agreement") has been amended
by Amendment  No. 1 dated as of December 1, 1994,  Amendment  No. 2, dated as of
March 30, 1995, a letter  dated May 26, 1995,  Amendment  No. 4 dated as of June
30, 1995, Amendment No. 5 dated as of December 11, 1995, and


<PAGE>



Amendment No. 6 dated as of June 30, 1996;  and the parties desire to restate in
one document so much of the Prior  Transfer  Agreement as the parties  intend to
remain in effect;

         WHEREAS,  the parties  wish to amend the Prior  Transfer  Agreement  in
several  ways,   including  (i)  adding  Sanwa  Bank  and  Societe  Generale  as
Purchasers,  (ii)  allowing  TRI to acquire  the stock of Seller  and  Trendwest
Funding I, Inc. and to be substituted  for Jeld-Wen,  inc., as Master  Servicer,
(iii)  terminating the financing of additional  Mortgage Loan Receivables  while
providing for the financing of Right to Use  Receivables  acquired by the Seller
from  Eagle  Crest  as  well as from  TRI;  (iv)  reducing  the  Margin  used in
computation of the Yield Rate to be received by the Purchasers; and (v) changing
the financial reporting obligations of the Seller;

         WHEREAS, the Seller has requested that the Purchasers provide financing
to enable  the Seller to  purchase  Right to Use  Receivables  from TRI and from
Eagle Crest,  and the  Purchasers  are willing to make funds  available for such
purpose upon the terms and subject to the conditions contained herein;

         WHEREAS,  as a result of the  foregoing,  the  Seller has and will have
certain  Receivables  in which it  intends  to sell  interests  (the  "Undivided
Interests"), which Undivided Interests shall be purchased by the Purchasers from
time to time upon the terms and subject to the conditions contained herein;

         WHEREAS, certain of the collections relating to the Receivables and the
Undivided  Interests may be reinvested in additional  Receivables upon the terms
and subject to the conditions contained herein;

         WHEREAS,  the Seller has agreed to secure its obligations  hereunder to
the  Purchasers in  connection  with such sale by granting to the Agent (for the
benefit of the Purchasers) a first priority,  perfected security interest in all
of the Receivables owned by it;

         WHEREAS, the Master Servicer has agreed to undertake certain
responsibilities relating to the servicing of the Receivables;
and

         WHEREAS,  the  parties  hereto  desire to amend and  restate  the Prior
Transfer Agreement in its entirety.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein contained, the parties hereto agree as follows:


                                        2

<PAGE>



                                    ARTICLE 1

                                   DEFINITIONS

         Section 1.1 Certain Defined Terms. Whenever used in this Agreement, the
following words and phrases,  unless the context otherwise requires,  shall have
the following meanings:

         "Agent"  means  Seafirst,  in its capacity as agent for the  Purchasers
pursuant  to this  Agreement,  and any  successor  agent  appointed  pursuant to
Section 12.7.

         "Aggregate Net Investment"  means, as of any date, the aggregate amount
of all Purchasers' Investments outstanding as of such date.

         "Aggregate Net Investment Limit" means, as of any date, an amount equal
to the lesser of (i) the Commitment Amount or (ii) the sum of (a) 80% of the Net
Pool Balance and (b) amounts  deposited in the  Collection  Account  pursuant to
Section 4.4 and not yet disbursed to the Agent pursuant to Section 4.9.

         "Aggregate  Undivided  Interest"  means,  as of any date,  an undivided
floating fractional  ownership interest (owned ratably by the Purchasers) in the
Receivables  comprising  the  Receivables  Pool,  which is equal to a  fraction,
expressed as a  percentage,  the  numerator of which is the sum of (i) Aggregate
Net Investment and (ii) 25% of the Aggregate Net Investment and the  denominator
of which is the Net Pool  Balance;  provided  that in no event can the Aggregate
Undivided Interest exceed 100%.

         "Agreement"   means  this  Agreement  and  all  amendments  hereof  and
supplements hereto as shall exist from time to time.

         "Assigned Collateral" means, as of any date, the Seller's (i) ownership
         interest in (a) all of the Receivables comprising the Receivables Pool;
         (b) all Related Security with respect to
such Receivables; (c) all collections on or in respect of such Receivables after
the related  Cutoff Dates;  (d) all related  Receivable  Documents;  and (e) all
proceeds of the foregoing,  and (ii) interest in (a) the Facility  Documents and
(b) all monies from time to time on deposit in the Collection Account, including
investments of such monies.

         "Assignee Purchaser" shall have the meaning set forth in
Section 13.2.

         "Assignment"  means an  assignment  of mortgage,  notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the  jurisdiction in which a Mortgaged  Property is located to reflect of record
the sale of

                                        3

<PAGE>



the related Mortgage Note and Mortgage, which assignment,  notice of transfer or
equivalent  instrument  may be in the  form of one or more  blanket  assignments
covering Mortgages and Mortgage Notes secured by Mortgaged Properties located in
the same county, if permitted by applicable law and acceptable for recording.

         "Associations"   means  the  Eagle   Crest   Vacation   Resort   Owners
Association, the Eagle Crest Master Association, the Eagle Crest Estate Homesite
Association,  the River View Vista  Estates  Association  and the Fairway  Vista
Estates Association.

         "Board  of  Governors"  means  the Board of  Governors  of the  Federal
Reserve System, and any successor thereto.

         "Business Day" means any day other than Saturday, Sunday or another day
on which banks are  authorized  or  obligated  to close in Seattle,  Washington,
except  that  in  connection  with  the  selection  of  the  LIBOR  Rate  or the
calculation of the LIBOR Rate for any Yield Period, "Business Day" means any day
other  than  Saturday  or Sunday on which  dealings  in foreign  currencies  and
exchanges between banks may be carried on in London, England, New York, New York
and Seattle, Washington.

         "Charge-off  Rate" means, as of any Settlement Date, the average of the
Monthly Charge-off Rates for the three Collection Periods immediately  preceding
the Collection Period in which such Settlement Date occurs.

         "Closing Date" means June 30, 1997.

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

         "Collateral Percentage" means, as of any date, a fraction, expressed as
a percentage, the numerator of which is the Net Pool Balance and the denominator
of which is the Aggregate Net Investment.

         "Collected Interest" means all Collections other than
Collected Principal and Miscellaneous Payments.

         "Collected Principal" means that portion of Collections
allocable to principal on the Receivables.

         "Collection  Account" means the account or accounts  designated as such
and established and maintained pursuant to Section 4.8.

         "Collection  Period"  means,  in the case of (i) the  first  Settlement
Date,  the period of time from the Closing Date to and including the last day of
the month  immediately  preceding the month in which such Settlement Date occurs
and (ii) any

                                        4

<PAGE>



Settlement  Date other than the first  Settlement  Date,  the month  immediately
preceding the month in which such Settlement Date occurs.

         "Collections"  means all funds  which  either (i) are  received  by the
Seller or the  Master  Servicer  on or after the  related  Cutoff  Date on or in
respect of the Receivables and the other Assigned  Collateral or (ii) are deemed
to have been received as Collections pursuant to Section 4.5.

         "Commitment"  means the several  obligations  of the Purchasers to make
Purchases pursuant to this Agreement and the Prior Transfer Agreement.

         "Commitment Amount" means $93,000,000.

         "Commitment  Fee" means the fee payable in arrears by the Seller to the
Agent pursuant to Section 5.1 in respect of each day from the Closing Date until
the Commitment  Termination Date in an amount equal to the product of (i) 0.25%,
(ii) the excess,  if any, of (a) the Commitment  Amount on such day over (b) the
Aggregate Net Investment on such day and (iii) 1/360.

         "Commitment  Termination Date" means June 30, 1998, as such date may be
extended pursuant to Section 2.3.

         "Consolidated  Defaulted Receivable Amount" means, as of any Settlement
Date, a fraction,  expressed as a percentage,  the numerator of which is the sum
of (i) the  outstanding  Principal  Balance of all  Receivables  included in the
Receivables  Pool  that  were  Defaulted  Receivables  and (ii) the  outstanding
principal  balance  of  all  Originator  Receivables  that  would  be  Defaulted
Receivables  pursuant to the definition thereof, in each case as of the last day
of the related Collection Period, and the denominator of which is the sum of (i)
the Outstanding Principal Balance of all Receivables included in the Receivables
Pool and (ii) the outstanding  principal balance of all Originator  Receivables,
in each case as of the last day of such Collection Period.

         "Consolidated  Delinquency  Rate Amount"  means,  as of any  Settlement
Date, a fraction,  expressed as a percentage,  the numerator of which is the sum
of (i) the  Outstanding  Principal  Balance of all  Receivables  included in the
Receivables  Pool in respect of which a payment of Monthly  P&I was more than 30
days  past due and (ii) the  outstanding  principal  balance  of all  Originator
Receivables  in respect of which a  scheduled  monthly  payment was more than 30
days past due, in each case as of the last day of the related Collection Period,
and the denominator of which is the sum of (i) the Outstanding Principal Balance
of all Receivables included in the Receivables Pool and (ii) the

                                        5

<PAGE>



outstanding principal balance of all Originator Receivables,  in each case as of
the last day of such Collection Period.

         "Consolidated  Monthly  Charge-off  Rate"  means,  with  respect of any
Collection  Period, a fraction,  expressed as a percentage on a per annum basis,
the numerator of which is the sum of (i) the  Outstanding  Principal  Balance of
all Receivables  included in the Receivables Pool that were charged-off and (ii)
the  outstanding  principal  balance  of all  Originator  Receivables  that were
charged-off,  in each case during such Collection Period, and the denominator of
which  is the  sum of (i)  the  average  Outstanding  Principal  Balance  of all
Receivables  included in the Receivables  Pool and (ii) the average  outstanding
principal  balance of all Originator  Receivables,  in each case for each day in
such Collection Period.

         "Credit  and  Collection  Policy"  means  those  credit and  collection
policies described on Schedules 1 and 2 hereto, as the same may be modified from
time to time in accordance with this Agreement.

         "Cutoff Date" means,  with respect to a Receivable,  the Initial Cutoff
Date or the related Subsequent Cutoff Date, as the case may be.

         "Defaulted  Receivable"  means any  Receivable  comprising  part of the
Receivables  Pool in respect of which (i) the related  obligor has failed to pay
when due any amounts due in respect thereof which failure  continues for 90 days
or more; (ii) the Obligor has failed to perform any term or covenant on its part
to be performed under any related  Receivable  Document which failure  continues
for 90 days or more, if the effect of such failure is to accelerate or to permit
(with or without the giving of notice) the  acceleration of the maturity of such
Receivable  or, if such  Receivable is a Mortgage Loan  Receivable,  the related
Mortgage  Note;  (iii) the  related  Obligor is the  subject  of a  petition  in
bankruptcy,  either  voluntary or involuntary,  or in any other proceeding under
the federal bankruptcy laws or makes an assignment for the benefit of creditors;
(iv) liquidation or foreclosure  proceedings  relating to all or any part of the
Related  Security  have begun;  or (v) the Master  Servicer has  determined,  in
accordance  with the procedures and standards set forth in this Agreement and in
the related  Credit and  Collection  Policy,  that  eventual  payment in full is
unlikely.

         "Defaulted  Receivable  Amount"  means,  as of any  Settlement  Date, a
fraction,  expressed as a percentage,  the numerator of which is the Outstanding
Principal Balance of all Receivables  included in the Receivables Pool that were
Defaulted  Receivables as of the last day of the related  Collection  Period and
the denominator of which is the Outstanding Principal Balance of all

                                        6

<PAGE>



Receivables  included  in the  Receivables  Pool  as of  the  last  day of  such
Collection Period.

         "Defective Receivable" means any Receivable required to be
repurchased by the Seller pursuant to Section 7.4.

         "Delinquency Rate Amount" means, as of any Settlement Date, a fraction,
expressed as a percentage,  the numerator of which is the Outstanding  Principal
Balance of all Receivables  included in the Receivables Pool in respect of which
a payment  of  Monthly  P&I was more than 30 days past due as of the last day of
the related  Collection  Period and the  denominator of which is the Outstanding
Principal Balance of all Receivables (other than Defaulted Receivables) included
in the Receivables Pool as of the last day of such Collection Period.

         "Dollar" or "$" means the currency of the United States.

         "Due Date" means,  with respect to any Receivable,  the date upon which
installments  of Monthly P&I are required to be paid pursuant to such Receivable
or, if such  Receivable is a Mortgage Loan  Receivable,  pursuant to the related
Mortgage Note, in each case after giving effect to any grace period permitted by
such Receivable or Mortgage Note.

         "Eagle Crest" means Eagle Crest, Inc., an Oregon  corporation,  and any
successor thereto.

         "Eagle  Crest  Master   Association"   means  that  certain   nonprofit
corporation organized under the laws of the State of Oregon having its principal
place of business at 821 South Sixth Street,  Redmond,  Oregon 97756, which owns
and  operates  the common  improvements  and  facilities  for the benefit of all
owners of the Mortgaged Properties.

         "Eagle  Crest  Purchase  Agreement"  means  the  Amended  and  Restated
Receivables Purchase Agreement, dated as of the date hereof, between Eagle Crest
and the Seller,  and all  amendments  thereof and  supplements  thereto as shall
exist from time to time.

         "Eagle Crest  Vacation  Resort Owners  Association"  means that certain
non-profit  corporation  organized  under the laws of the State of Oregon having
its  principal  place of  business at 821 South Sixth  Street,  Redmond,  Oregon
97756, which owns and operates the facilities identified for the use and benefit
of the
owners of the Timeshare Estates.

         "Earned Yield" shall have the meaning set forth in
Section 3.1.


                                        7

<PAGE>



         "Eligible   Assignee"  means  a  commercial  bank  or  other  financial
institution formed under the laws of any OECD Country.

         "Eligible  Receivable"  means,  as of any date,  a  Receivable  that is
either a Right to Use Receivable or a Mortgage Loan Receivable and:

                  (i) as to which,  at the time of its conveyance to the Seller,
no portion of any payment of Monthly P&I is more than 30 days delinquent and (a)
if the  Receivable  is a Right to Use  Receivable,  no portion of any payment of
Monthly P&I has ever been more than 30 days delinquent and (b) if the Receivable
is a Mortgage Loan Receivable, no portion of any payment of Monthly P&I has been
delinquent since January 1, 1994;

                  (ii)  is not a Defaulted Receivable;

                  (iii) in  respect  of which at the time when  such  Receivable
became an  Eligible  Receivable,  four  months  had  elapsed  since the  related
Origination Date;

                  (iv) which either  constitutes  chattel paper under the Nevada
UCC or, if such Receivable is a Mortgage Loan  Receivable,  the related Mortgage
Note constitutes an instrument under the UCC in effect in the state in which the
related Mortgaged Property is located;

                  (v) as to  which,  at the  time of (a) its  conveyance  to the
Seller and (b) as of such date,  the related  Originator  or the Seller,  as the
case may be, has or will have good and  marketable  title thereto free and clear
of all Liens  other  than (1) the Lien in favor of the Agent for the  benefit of
the Purchasers  created pursuant to this Agreement,  (2) if such Receivable is a
Mortgage  Loan  Receivable,  other than  Permitted  Encumbrances  on the related
Mortgaged  Property  and (3) if such  Receivable  is a Right to Use  Receivable,
other than Liens in favor of WorldMark;

                  (vi) as to which a first priority  security  interest in favor
of the Agent for the benefit of the Purchasers has been perfected  (and, if such
Receivable is a Mortgage Loan Receivable,  a first priority security interest in
the related Mortgage and Mortgage Note has been so perfected); and

                  (vii) as to which no Lien  exists that is on a parity with the
security  interests   described  in  clause  (vi)  above  other  than  Permitted
Encumbrances  on the related  Mortgaged  Property in the case of a Mortgage Loan
Receivable  and  Liens  in  favor  of  WorldMark  in the  case of a Right to Use
Receivable.

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

                                        8

<PAGE>




         "Eurodollar  Rate"  means,  with respect to any Yield  Period,  (i) the
British  Bankers'  Association  interest  settlement rate at 11:00 a.m.,  London
time, on the day that is two Business Days prior to the first date of such Yield
Period,  as reported on page 3750 of Telerate  Systems,  Inc. (or its  successor
publication)  (or such other page as may replace  page 3750 in that  service for
the purpose of displaying London interbank offer rates of major banks) under the
U.S. Dollar column,  or, if  unavailable,  (ii) the offered rate for U.S. Dollar
deposits as reported on the Reuters  Monitor  Money Rates Service or (iii) if no
such rate is available as described in clauses (i) or (ii) above, the arithmetic
mean of the  quotations  of the  rates at which  deposits  in U.S.  Dollars  are
offered in the London  interbank market by three Reference Banks selected by the
Agent  (after  consultation  with the Seller) and to which a request was made to
the principal London office for a quotation of such rate at approximately  11:00
a.m.,  London time, on the day that is two Business Days prior to the first date
of such  Yield  Period to prime  banks in the London  interbank  market for such
Yield  Period;  provided that the  Eurodollar  Rate for the initial Yield Period
hereunder  shall be determined by  interpolation  between the reported rates for
periods of 30 and 60 days.

         "Eurodollar  Reserves"  means a  fraction,  expressed  as a four  digit
decimal,  the numerator of which is the number one and the  denominator of which
is the  number  one minus  the  aggregate  of the  minimum  reserve  percentages
(including, without limitation, any special, supplemental, marginal or emergency
reserves),  expressed  as a four  digit  decimal,  established  by the  Board of
Governors or any other banking authority to which the Purchasers are subject for
Eurocurrency  Liability  (as such term is  defined  in  Regulation  D).  For all
purposes of this Agreement,  Eurodollar Reserves shall be adjusted automatically
on and as of the  effective  date of any change in any  reserve  percentage  and
shall apply to all Yield Periods  commencing  after the  effective  date of such
change.

         "Facility  Documents"  means this Agreement,  the Purchase  Agreements,
each  Subservicing  Agreement,  if any, and all reports,  statements,  financing
statements,  instruments and other documents delivered in connection herewith or
therewith or in connection with the transactions contemplated hereby or thereby.

         "Fairway  Vista  Estates  Association"  means  that  certain  nonprofit
corporation organized under the laws of the State of Oregon having its principal
place of business at 821 South Sixth Street,  Redmond,  Oregon 97756, which owns
and operates the facilities identified for the use and benefit of certain owners
of the Fractional Ownership Interests.


                                        9

<PAGE>



         "Federal Funds Rate" means,  with respect to any period,  a fluctuating
interest  rate per annum equal for each day during  such period to the  weighted
average of the rates  displayed on such days as the federal funds effective rate
on the display page  designed as "Page 12011 on the Dow Jones  Telerate  Service
(or such  other page as may  replace  that page on that  service,  or such other
service as may be designated as the information  source by Agent for the purpose
of  determining  the  daily  effective  federal  funds  rate for  federal  funds
transactions between members of the Federal Reserve System).

         "Fee Letter" means that certain  letter,  dated the Closing Date,  from
the Agent to the Seller, and all amendments  thereof and supplements  thereto as
shall exist from time to time.

         "FHLMC" means the Federal Home Loan Mortgage Association and
its successors.

         "Filing Assets" means,  with respect to any Receivable  acquired by the
Seller on or after the  Closing  Date,  (i) such  Receivable;  (ii) all  Related
Security with respect to such Receivable;  (iii) all Collections with respect to
such Receivable;  (iv) all related Receivable Documents; (v) the Seller's rights
under the related Purchase Agreement; and (vi) all proceeds of the foregoing.

         "Fractional  Ownership  Interest" means a fee simple ownership interest
in common with other  owners in a  single-family  residential  home or townhouse
entitling  the owner  thereof to the exclusive use of such home or townhouse for
four, five or ten weeks, together with access to the accompanying  facilities of
the Project.

         "Governmental  Authority"  means the government of the United States or
any state,  county or  municipality  or any  foreign  country  or any  political
subdivision  of  any  of  the  foregoing  or  any  branch,  department,  agency,
instrumentality,  court,  tribunal or regulatory  authority which  constitutes a
part or exercises any sovereign power of any of the foregoing.

         "Indebtedness"  means, with respect to the Seller,  all (i) obligations
for borrowed money; (ii) obligations representing the deferred purchase price of
property  other than  accounts  receivable  or accounts  payable  arising in the
ordinary  course of the business of the Seller on terms  customary in the trade;
(iii)  obligations,  whether or not assumed,  secured by Liens or payable out of
the proceeds or production  from property now or hereafter  owned or acquired by
the Seller; (iv) obligations which are evidenced by notes,  acceptances or other
instruments;  (v)  obligations  under leases which would be  capitalized  on the
balance sheet of the Seller prepared in accordance with generally

                                       10

<PAGE>



accepted accounting principles; and (vi) obligations for which
the Seller is obligated pursuant to a guarantee.

         "Indemnified Amounts" shall have the meaning specified in
Section 14.1.

         "Indemnified Parties" shall have the meaning specified in
Section 14.1.

         "Independent  Director"  means a director of the Seller who shall at no
time be, and has not been a director or officer of, or be employed by any direct
or ultimate parent, or Affiliate of the parent, of the Seller,  and who shall at
no time hold any  beneficial  interest  in the  Seller or any  Affiliate  of the
Seller;  provided,  however,  that the Independent Director may serve in similar
capacities for other "special purpose  corporations" formed by the parent of the
Corporation and its Affiliates.  "Affiliate"  means, with respect to any Person,
any  officer,  director,  or  holder  of 5% or more of the  voting  power of the
Seller, or any brother,  sister, spouse, parent or child of any such person, and
any other entity other than the Seller,  controlling  or  controlled by or under
common  control with such entity,  and  "control"  means the power to direct the
management and policies of such entity, directly or indirectly,  whether through
the ownership of voting securities, by contract or otherwise.

         "Initial Cutoff Date" means June 30, 1997.

         "Initial Receivables" means the Receivables comprising the
Receivables Pool as of the Closing Date.

         "Interest Rate Protection Date" means the second consecutive Settlement
Date in  respect  of which  the  difference  between  (i) the  weighted  average
Receivable  Interest Rate of the  Receivables  comprising the  Receivables  Pool
during the related Collection Period and (ii) 30-day LIBOR is less than or equal
to 8%.

         "Interest  Rate  Protection"  means a  transaction  governed by an ISDA
Master Agreement  pursuant to which a counterparty  will ensure for a three year
period  commencing on the related Interest Rate Protection Date, on an amount at
least equal to 60% of the  Aggregate  Net  Investment  as of such  Interest Rate
Protection  Date, the 30-day  Eurodollar  Rate will be less than or equal to the
sum of (i) the 30-day Eurodollar Rate in effect on such Interest Rate Protection
Date and (ii) 4%.

         "Investment Company Act" means the Investment Company Act of
1940, as amended.


                                       11

<PAGE>



         "IRS" means the Internal Revenue Service, and any successor
thereto.

         "LIBOR Rate" means,  with respect to any Tranche for any Yield  Period,
an  interest  rate per  annum  equal to the sum of (i) the  Margin  and (ii) the
product of (a) the  Eurodollar  Rate in effect for such Yield Period and (b) the
Eurodollar  Reserves  in effect on the first day of such Yield  Period.  For all
purposes  of this  Agreement,  each  Tranche  accruing a yield at the LIBOR Rate
shall be deemed to constitute a Eurocurrency  Liability and to be subject to the
reserve  requirements  of Regulation D, without  benefit of credit or proration,
exemptions or offsets which might  otherwise be available to the Purchasers from
time to time under Regulation D.

         "Lien" means, with respect to any Person, any security interest,  lien,
charge,  claim, pledge,  equity or encumbrance of any kind upon or affecting the
revenues of such  Person or any real or  personal  property in which such Person
has or hereafter acquires any interest,  other than Tax liens, mechanics,  liens
and any liens that attach by operation of law.

         "Liquidation  Expenses"  means,  with respect to the liquidation of any
Defaulted  Receivable,  all  reasonable  out-of-pocket  expenses  (including all
reasonable sales and marketing expenses, but not including overhead) incurred by
the Master Servicer in connection with such liquidation.

         "Liquidation  Proceeds"  means,  with respect to the liquidation of any
Defaulted  Receivable,   amounts  actually  received  in  connection  with  such
liquidation.

         "Lock Box" means each post office box or bank box to be included in the
Lock Box Network as to which the Seller has notified the Agent that  collections
will be remitted to pursuant to Section 4.9 following a Termination Event.

         "Lock Box  Account"  means each account  maintained  by the Seller as a
part of the Lock Box  Network  and (i) as to which the Seller has  notified  the
Agent that Collections will be deposited  therein and (ii) with respect of which
the Agent  shall have  received  an undated  executed  copy of a Lock Box Notice
addressed to the related Lock Box Bank.

         "Lock Box Agreement" means each agreement between the Seller and a Lock
Box Bank relating to a Lock Box and a Lock Box Account, which agreement shall be
in form and substance satisfactory to the Agent.

         "Lock Box Bank"  means  each of the  banks or  depository  institutions
added as a lock box bank pursuant to Section 4.9.

                                       12

<PAGE>




         "Lock Box  Network"  means one or more post  office  boxes  and/or bank
boxes and  accounts  maintained  by the Seller for the sole purpose of receiving
Collections  and in  connection  with  which a  collecting  bank is  exclusively
authorized and directed to collect and process mail and Collections  remitted to
each such post office box or bank box and to deposit such  Collections  into the
Collection Account, directly or through a Lock Box Account.

         "Lock Box  Notice"  means,  with  respect to each Lock Box and Lock Box
Account,  a letter in substantially the form of Exhibit F hereto from the Seller
to each Lock Box Bank.

         "Margin"  means,  in the case of any Yield Period (or portion  thereof)
1.25%, and after the Commitment  Termination Date,  provided that no Notice Date
has occurred, 2%.

         "Master  Servicer"  means  TRI,  in its  capacity  as  Master  Servicer
hereunder, and any successor Master Servicer designated by the Agent pursuant to
Section 10.1,  including any Person  assuming the duties of the Master  Servicer
under Article 10 after being designated in a Successor Notice.

         "Maturing  Tranches"  means, as of any Settlement  Date, those Tranches
for which such Settlement Date is the last day of the applicable Payment Period.

         "Miscellaneous  Payments"  means,  with respect to any Receivable,  any
amounts  received  from  or  on  behalf  of  the  related  Obligor  representing
assessments and payments  relating to real property taxes,  insurance  premiums,
transfer fees, late fees and service  charges,  annual dues payable to WorldMark
and condominium or homeowners, association fees.

         "Monthly Charge-off Rate" means, with respect to any Collection Period,
a fraction,  expressed as a percentage  on a per annum basis,  the  numerator of
which is the Outstanding  Principal  Balance of all Receivables  included in the
Receivables  Pool that were  charged-off  by the Seller  during such  Collection
Period and the denominator of which is the average Outstanding Principal Balance
of all  Receivables  included  in the  Receivables  Pool  for  each  day in such
Collection Period.

         "Monthly  P&I" means,  with respect to any  Receivable,  the  scheduled
payment of principal and interest due in each Collection Period pursuant to such
Receivable (which payment, if such Receivable is a Mortgage Loan Receivable,  is
set forth in the related Mortgage Note).

         "Mortgage"  means  the  mortgage,  deed of trust  or  other  instrument
creating a first lien on the Mortgaged Property securing a Mortgage Note.

                                       13

<PAGE>




         "Mortgage Loan Receivables" means such of the mortgage loans originated
by Eagle  Crest  Partners,  Ltd.,  acquired  by the Seller and  included  in the
Receivables Pool pursuant to the Prior Transfer Agreement,  which mortgage loans
are identified in the Schedule of Mortgage Loan Receivables.

         "Mortgage  Note"  means  the  promissory  note  or  other  evidence  of
indebtedness  executed by an obligor that  evidences  the  indebtedness  of such
obligor under a Mortgage Loan Receivable.

         "Mortgaged Property" means the property securing a Mortgage Note, which
may be either a Timeshare Estate or a Fractional  Ownership Interest  consisting
of a fee simple estate in real property located at the Project.

         "Net Pool Balance"  means,  as of any date,  the aggregate  Outstanding
Principal Balance of all Eligible  Receivables  included in the Receivables Pool
as of such date.

         "Net Worth" means an amount equal to the tangible  shareholders' equity
of the Seller (as such term is defined in  accordance  with  generally  accepted
accounting  principles)  minus the fair market value of any securities  owned by
the Seller prior to the Closing Date (other than investment of monies on deposit
in the Collection Account).

         "New Lock Box  Accounts"  shall have the meaning  specified  in Section
4.9.

         "New Lock Boxes" shall have the meaning specified in Section
4.9.

         "Notice  Date"  means the day on which the Agent,  pursuant  to Section
11.2,  delivers  or is deemed to have  delivered  to the  Seller a notice of the
occurrence  of a  Termination  Event  and  declaration  that the  Commitment  is
terminated  and all  Obligations  are  due  and  payable  (from  Collections  or
otherwise).

         "Obligations" means (i) all obligations of the Seller to the Agent, the
Purchasers and their respective  successors,  permitted  transferees and assigns
arising  under  or in  connection  with  the  Facility  Documents,  and (ii) all
obligations of the Seller to any  Indemnified  Party arising under Section 14.1,
in each case however created, arising or evidenced,  whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due.

         "Obligor" means any Person  obligated to make payments on or in respect
of a Receivable, whether as a direct obligor or as a guarantor thereof.


                                       14

<PAGE>



         "OECD  Country"  means a country  which is a member of the  grouping of
countries that are full members of the Organization of Economic  Cooperation and
Development,  plus countries that have concluded  special  lending  arrangements
with the International Monetary Fund associated with its General Arrangements to
Borrow.

         "Officer's  Certificate"  means a certificate  signed by the president,
any vice president, the treasurer, the assistant treasurer, the secretary or the
assistant  secretary of the Seller or the Master  Servicer,  as the case may be,
and delivered to the Agent.

         "Original Principal Balance" means, with respect to any Receivable, the
amount  set  forth  in  such  Receivable  or,  in the  case of a  Mortgage  Loan
Receivable,  on the related Mortgage Note, as the original  principal balance of
such Receivable.

         "Origination  Date"  means,  with respect to any  Receivable,  the date
specified as the Origination Date on the related  Schedule of Receivables,  such
date being represented to be (i) in the case of a Mortgage Loan Receivable,  the
date on which the related  Mortgage  was  recorded in the public  records in the
jurisdiction in which the related Mortgaged  Property is located and (ii) in the
case of a Right to Use Receivables, the date of origination of such Right to Use
Receivable.

         "Originator" means TRI or Eagle Crest or Eagle Crest Partners, Ltd., as
the case may be.

         "Originator  Receivables"  means,  as of any  time,  all  right  to use
timeshare receivables and mortgage loan timeshare receivables  originated by the
related Originator, other than the Receivables,  that have not been paid in full
or charged off.

         "Outstanding  Principal  Balance" means, with respect to any Receivable
as of any date, its Original  Principal Balance less all payments received on or
in  respect  of such  Receivable  on or prior  to such  date  and  allocable  to
principal.

         "Participant" shall have the meaning set forth in
Section 13.3.

         "Payment  Period"  means (i) for any Tranche for which the Earned Yield
is calculated at the LIBOR Rate,  the Yield Period,  provided,  that if a Notice
Date shall occur prior to the end of such Yield Period,  the Payment  Period for
such Tranche shall end on the Settlement  Date next succeeding such Notice Date;
(ii) for any Tranche for which the Earned Yield is  calculated  at the Reference
Rate,  that  period  commencing  on the  next  day  after  the  last  day of the
immediately  preceding  Payment Period for such Tranche (or  applicable  portion
thereof) or if there has been no

                                       15

<PAGE>



such  preceding  Payment  Period,  the date the  Purchasers'  Investment in such
Tranche was initially  made by the  Purchasers  and, in either case,  continuing
through and including the next  succeeding  Settlement  Date;  and (iii) for any
Tranche for which the Earned Yield is calculated at the Termination  Event Rate,
that period commencing on (a) the next day after the last day of the immediately
preceding Payment Period for such Tranche (or applicable  portion  thereof),  or
(b) if there has been no such preceding Payment Period, the date the Purchasers'
Investment in such Tranche (or applicable portion thereof) was initially made by
the  Purchasers  and,  in either  case,  continuing  through and  including  the
immediately succeeding Settlement Date.

         "PBGC" means the Pension  Benefit  Guaranty  Corporation  or any entity
succeeding to any or all of its functions under ERISA.

         "Permitted Encumbrances" means, with respect to any Mortgaged Property,
(i) all Liens and  encumbrances  identified in the related Mortgage and (ii) all
other mortgages,  deeds of trust or other security instruments on such Mortgaged
Property to the extent  that such  mortgages,  deeds of trust or other  security
instruments  and the related  promissory  note or other evidence of indebtedness
are substantially similar to the Mortgages and Mortgage Notes, respectively, and
relate to mortgage loan timeshare receivables which are substantially similar to
the Mortgage Loan  Receivables  and have been  transferred  to the Agent for the
benefit of the Purchasers.

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

         "Portfolio  Yield" means,  as of any  Settlement  Date,  the difference
between (i) the product of (a) the amount of Collected Interest collected during
the  related  Collection  Period  and  (b) the  Purchasers'  Interest  for  such
Collection  Period,  and (ii) the sum of (a) the Earned Yield in respect of such
Collection  Period,  whether  or not  paid,  and  (b)  the  product  of (1)  the
Purchasers' Interest for such Collection Period and (2) the sum of the Servicing
Fee payable in respect of such  Collection  Period,  the  Outstanding  Principal
Balance of all  Receivables  that were  charged-off  by the Seller  during  such
Collection  Period and the Program Costs in respect of such  Collection  Period,
whether or not paid.

         "Prior  Transfer  Agreement"  shall  have the  meaning  defined  in the
recitals to this Agreement.

         "Pro Rata Share" shall mean for each Purchaser the percentage set forth
opposite its name below.

                                       16

<PAGE>



<TABLE>
<CAPTION>
                           Purchaser                                               Pro Rata Share
         <S>                                                                            <C>
         Seafirst Bank                                                                  21.51%

         First National Bank of Chicago                                                 16.13

         Societe Generale                                                               16.13

         The Bank of Tokyo-Mitsubishi                                                   10.75

         Key Bank National Association                                                  10.75

         Sanwa Bank California                                                          10.75

         First Security of Idaho, N.A.                                                   8.60

         U. S. Bank                                                                      5.38

</TABLE>

         "Program  Costs"  means,  in  respect  of any  Collection  Period,  all
expenses and fees of the Seller  payable  during such  Collection  Period (other
than the  Servicing  Fee and Earned  Yield),  including but not limited to, fees
payable pursuant to Section 5.1.

         "Project" means the respective land,  buildings and appurtenant  rights
which  comprise  the Eagle Crest  Resort,  Redmond,  Oregon,  within  which each
Mortgaged Property is located.

         "Purchase"  means  any  purchase  by  the  Purchasers  of an  Undivided
Interest from the Seller and includes, without limitation, Reinvestments.

         "Purchase Agreements" means the Eagle Crest Purchase
Agreement and the TRI Purchase Agreement.

         "Purchase Certificate" shall have the meaning set forth in
Section 6.2(c).

         "Purchase Notice" shall have the meaning set forth in
Section 2.2(a).

         "Purchase Price" means,  with respect to any Defective  Receivable,  an
amount equal to the Outstanding  Principal  Balance of such Receivable as of the
last day of the Collection Period immediately preceding the Collection Period in
which such Receivable is being  repurchased,  together with interest  thereon at
the  applicable  Receivable  Interest  Rate  from  the end of  such  immediately
preceding Collection Period through the current Collection Period.


                                       17

<PAGE>



         "Purchase and Sale Agreement" means, with respect to any
Mortgage Loan Receivable, the related Eagle Crest Vacation Resort
Ownership Purchase and Sale Agreement, Escrow Instructions and
Buyer's Receipt for Documents.

         "Purchasers"  means each of the Persons  identified as a "Purchaser" in
the definition of "Pro Rata Share" and any of their respective successors.

         "Purchasers'  Interest" means, with respect to any Collection Period, a
fraction,  the numerator of which is the average  Aggregate Net  Investment  for
each day in such  Collection  Period and the denominator of which is the average
outstanding Principal Balance of the Receivables comprising the Receivables Pool
for each day in such Collection Period.

         "Purchasers'  Investment"  in any  Undivided  Interest  means an amount
equal to the original  amount paid to the Seller for such Undivided  Interest at
the time of its initial  acquisition  by the  Purchasers,  as such amount may be
reduced from time to time by Collections  received and  distributed  pursuant to
Sections 4.3 and 4.7. The Purchasers' Investment shall not be considered reduced
by  any  distribution  of  any  portion  of  Collections  if at  any  time  such
distribution is rescinded or otherwise must be returned for any reason nor shall
the Purchasers' Investment be reduced or increased by any Reinvestment.

         "Purchasers'  Share"  of any  Collections  means,  (i) on any day on or
before the Commitment  Termination  Date, if no Notice Date shall have occurred,
the product of such  amount and the  Aggregate  Undivided  Interest on such day;
(ii) on any day after the Commitment  Termination  Date, if no Notice Date shall
have occurred on or before the Commitment  Termination Date, the product of such
amount and the Aggregate  Undivided  Interest as of the  Commitment  Termination
Date; and (iii) if a Notice Date shall have occurred on or before the Commitment
Termination  Date,  the  product  of such  amount  and the  Aggregate  Undivided
Interest as of such Notice Date.

         "Receivable Documents" means, with respect to any Receivable,  all loan
agreements, security agreements, guarantees, pledges, mortgages, deeds of trust,
financing statements,  certificates,  instruments,  agreements and other related
documents  executed  in  connection  with such  Receivable  (including,  if such
Receivable is a Mortgage Loan Receivable,  the related  Mortgage,  Mortgage Note
and Warranty Deed) or in connection with the Related Security.

         "Receivable Files" means the documents in respect of the
Receivables specified in Section 2.5.


                                       18

<PAGE>



         "Receivable Interest Rate" means, with respect to a Receivable, the per
annum rate of interest or finance charge borne by such Receivable.

         "Receivables"  means the Right to Use Receivables and the Mortgage Loan
Receivables  included in the  Receivables  Pool,  and all  proceeds  thereof and
payments  thereunder on and after the related Cutoff Date, which Receivables are
identified  in the  related  Schedule  of  Receivables.  Once so  designated,  a
Receivable  shall continue to be a Receivable for all purposes  hereunder  until
(i) its Outstanding  Principal Balance has been reduced to zero, (ii) the Seller
repurchases such Receivable  pursuant to Section 7.4 or 15.1 or (iii) the Seller
substitutes a new Receivable for such  Receivable  therefor  pursuant to Section
15.2.

         "Receivables Pool" means at any time all Receivables
outstanding at such time.

         "Reference  Bank" means a major bank  selected from time to time by the
Agent that is active in the London interbank market.

         "Reference  Rate"  means on any day the greater of the rate of interest
in  effect  for  such day as  publicly  announced  from  time to time by Bank of
America  National  Trust and  Savings  Association  ("BofA")  in San  Francisco,
California  as its  "reference  rate" and (ii) the sum of (a) the Federal  Funds
Rate and (b) 0.50%.  The BofA "reference  rate" is a rate set by BofA based upon
various  factors,  including  its costs and  desired  return,  general  economic
conditions, and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below the announced rate. Any change in
the  reference  rate  announced  by BofA  shall  take  effect at the  opening of
business on the day specified in the public announcement of the change.

         "Regulation D" means Regulation D promulgated by the Board of Governors
of the Federal Reserve System, as amended.

         "Reinvestment" means any Purchase made pursuant to
Section 4.2.

         "Related Security" means, with respect to any Receivable, all security,
guarantees and other collateral  securing the obligations of the related Obligor
under  such  Receivable,  including,  if  such  Receivable  is a  Mortgage  Loan
Receivable, the related Mortgaged Property.

         "Required  Purchasers" means, unless otherwise  indicated,  at any time
Purchasers having an aggregate Purchasers' Investment of at least 66%.


                                       19

<PAGE>



         "Right to Use  Receivable"  means such of the right to use  receivables
originated by TRI or Eagle Crest (forms of which are attached  hereto as Exhibit
C),  acquired by the Seller and  included in the  Receivables  Pool  pursuant to
either  this  Agreement  or the Prior  Transfer  Agreement,  which  right to use
receivables are identified in the Right to Use Receivables Schedule.

         "River View Vista Estates  Association"  means that certain  non-profit
corporation organized under the laws of the State of Oregon having its principal
place of business at 821 South Sixth Street,  Redmond,  Oregon 97756, which owns
and operates the facilities identified for the use and benefit of certain owners
of the Fractional Ownership Interests.

         "Schedule of Mortgage Loan Receivables" means the schedule or schedules
of Mortgage Loan  Receivables  attached hereto as Schedule 4, as the same may be
amended from time to time. The Mortgage Loan Receivable Schedule shall set forth
the  following  information  as  to  each  Mortgage  Loan  Receivable:  (i)  its
identifying  number;  (ii) the name of and the  mailing  address for the related
Obligor;  (iii) the street address of the related Mortgaged  Property;  (iv) the
original  number of months to maturity;  (v) the number of months to maturity as
of the related  Cutoff Date;  (vi) its  Origination  Date;  (vii) its Receivable
Interest Rate; (viii) its Due Date; (ix) its original Principal Balance; (x) its
Outstanding  Principal  Balance as of the related Cutoff Date;  (xi) whether the
related  Mortgaged  Property is a Fractional  Ownership  Interest or a Timeshare
Estate;  and  (xii)  the  address  at  which  the  related  Receivable  File  is
maintained.  Every list  submitted  to the Agent  purporting  to  identify  such
Receivables  conveyed or to be conveyed to the Agent  pursuant to this Agreement
shall be deemed an  amendment  or  supplement  to such  schedule  regardless  of
whether the list is accurate or complete or complies  with the  requirements  of
the preceding sentence.

         "Schedule of Receivables" means the Schedule of Right to Use
Receivables or the Schedule of Mortgage Loan Receivables.

         "Schedule of Right to Use  Receivables"  means the schedule of Right to
Use  Receivables  attached  hereto as  Schedule 3, as the same may be amended or
supplemented  from time to time. The Right to Use Receivable  Schedule shall set
forth the  following  information  as to each Right to Use  Receivable:  (i) its
identifying  number;  (ii)  the  name of and  mailing  address  for the  related
Obligor;  (iii) the original  number of months to  maturity;  (iv) the number of
months to maturity as of the related Cutoff Date;  (v) its  Receivable  Interest
Rate;  (vi) its Due Date;  (vii) its  Original  Principal  Balance;  (viii)  its
Outstanding Principal Balance as of the related Cutoff Date; (ix) its

                                       20

<PAGE>



Origination  Date; and (x) the address at which the related  Receivable  File is
maintained.  Every list  submitted  to the Agent  purporting  to  identify  such
Receivables  conveyed or to be conveyed to the Agent  pursuant to this Agreement
shall be deemed an  amendment  or  supplement  to such  schedule  regardless  of
whether the list is accurate or complete or complies  with the  requirements  of
the preceding sentence.

         "Seafirst"   means  Bank  of  America   National   Trust  and   Savings
Association, a national banking association doing business as Seafirst Bank, and
any successor thereto.

         "Section 4.4 Deposits" shall have the meaning specified in
Section 4.8.

         "Seller" means TW Holdings, Inc., and any successor thereto.

         "Servicing  Fee"  means the fee to be paid to the Master  Servicer  for
services rendered during each Collection Period,  determined pursuant to Section
10.8.

         "Settlement  Date" means the tenth day of each month or, if such day is
not a Business Day, the immediately succeeding Business Day, commencing July 10,
1994.

         "Subsequent  Cutoff Date" means the date specified by the Seller in the
related  Schedule  of  Receivables  after  which  all  payments  owing  under  a
Subsequent  Receivable  shall  be paid to or upon  the  order  of the  Agent  as
directed pursuant to this Agreement.

         "Subsequent Receivables" means any Receivable transferred to
the Seller after the Closing Date.

         "Subservicer"  means any subservicer  engaged by the Master Servicer to
subservice a Receivable pursuant to Section 10.2.

         "Subservicing Agreement" means an agreement between the Master Servicer
and a Subservicer  relating to the servicing of one or more of the  Receivables,
and all amendments  thereof and supplements  thereto as shall exist from time to
time.

         "Subsidiary"  shall mean any corporation of which a majority (by number
of shares or by number  of  votes)  of any class of  outstanding  capital  stock
normally entitled to vote for the election of one or more directors  (regardless
of any contingency which does or may suspend or dilute the voting rights of such
class) is at such time owned directly or indirectly by the Seller or TRI, as the
case may be, or by one or more of their respective  Subsidiaries;  provided that
notwithstanding  the foregoing,  any entity that is  consolidated on the balance
sheet of another

                                       21

<PAGE>



entity shall be a Subsidiary of the second entity for purposes of
this definition.

         "Successor Notice" shall have the meaning specified in
Section 10.1.

         "Tax" means,  with respect to any Person,  any tax,  assessment,  duty,
levy,  impost or other  charge  imposed by any  Governmental  Authority  on such
Person or on any property,  revenue,  income or franchise of such Person and any
interest or penalty with respect to any of the foregoing.

         "Termination Event" shall have the meaning set forth in
Section 11.1.

         "Termination Event Rate" means a per annum rate equal to 1.5% above the
related Yield Rate in effect from time to time.

         "Timeshare  Estate"  means a timeshare  interval  fee simple  ownership
interest in a timeshare  unit  located in the Project  which  secures a Mortgage
Loan  Receivable  and which  entitles the owner  thereof to occupy a unit at the
Project for a  particular  interval,  together  with access to the  accompanying
facilities at the Project.

         "Tranche" means any portion of the Aggregate Net Investment  (expressed
in dollars)  accruing a yield at the same rate,  and, in the case of portions of
the Aggregate Net  Investment  accruing a yield at the same LIBOR Rate,  for the
same Yield Period.

         "Transfer Date" means the date as of which a Receivable is
acquired by the Purchaser.

         "TRI" means Trendwest Resorts, Inc., an Oregon corporation,
and any successor thereto.

         "TRI  Purchase  Agreement"  means the Amended and Restated  Receivables
Purchase Agreement dated as of June 1, 1994, between TRI and the Seller, and all
amendments thereof and supplements thereto as shall exist from time to time.

         "TW HOLDINGS" means TW Holdings, Inc., a Nevada corporation,
and its successors.

         "UCC" means the Uniform Commercial Code as in effect in the
related jurisdiction.

         "Undivided  Interest"  means,  as of any  date,  for  each  Purchasers'
Investment,  an undivided  fractional  ownership  interest (owned ratably by the
Purchasers) equal to (i) the sum

                                       22

<PAGE>



of (a) the Purchasers'  Investment  plus (b) 25% of the Purchasers,  Investment,
divided by (ii) the Net Pool Balance.

         "Upfront  Fee"  shall  equal the  product  of .0025  multiplied  by the
Commitment  Amount; the Upfront Fee to be received by each Purchaser upon making
or  increasing  its  investment  shall  equal the  product  of that  Purchaser's
Pro-Rata  Share (or so much  thereof as  represents  its  increased  investment)
multiplied by .0025 and the Commitment Amount.

         "Unmatured  Termination Event" means any event which with the giving of
notice, the passage of time or both would constitute a Termination Event.

         "WorldMark"  means WorldMark,  The Club, a California  nonprofit mutual
benefit corporation, and its successors.

         "Yield Notice" shall have the meaning set forth in Section
3.2.

         "Yield  Period"  means with  respect to any Tranche for which the LIBOR
Rate has been  selected as the Yield Rate,  the period  commencing  on the first
date the  Seller  elects to have such LIBOR  Rate  apply  (which  date must be a
Settlement Date or such other date as agreed to by all Purchasers  named herein)
and ending on the  Settlement  Date  closest to a date one,  two or three months
thereafter  as  specified  in a Yield  Notice  given  pursuant  to Section  3.2,
provided that the initial Yield Period hereunder shall end on August 10, 1997.

         "Yield Rate" for any portion of the  Purchasers'  Investment  means the
Reference Rate unless the Seller has made an effective selection of a LIBOR Rate
pursuant to Section 3.2, in which case,  "Yield  Rate,,  for such portion of the
Purchasers' Investment means such LIBOR Rate.

         Section  1.2  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 include the other gender;  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
subsequent amendments thereto or changes therein entered into in accordance with
their  respective  terms and not  prohibited  by this  Agreement;  references to
Persons include their permitted successors and assigns; and the term "including"
means "including without limitation."

         Section 1.3  Accounting Terms.  Except as otherwise provided
herein, accounting terms not specifically defined shall be
construed, and all accounting procedures shall be performed, in

                                       23

<PAGE>



accordance with generally  accepted  accounting  principles in the United States
consistently applied.

                                    ARTICLE 2

                     THE COMMITMENT; TRANSFER OF RECEIVABLES

         Section 2.1 The Commitment.  On the terms and subject to the conditions
set  forth in this  Agreement,  and in  reliance  upon the  representations  and
warranties  herein set forth,  each  Purchaser,  severally and for itself alone,
agrees to purchase from time to time prior to the Commitment  Termination  Date,
pro rata shares of Undivided  Interests from the Seller,  each of which shall be
in an amount equal to such Purchaser's Pro Rata Share of the aggregate amount of
the requested Purchase;  provided, however, that under no circumstances will any
Purchaser be  obligated  to make any  Purchase to the extent that,  after giving
effect to such  Purchase,  (i) the  Aggregate  Net  Investment  would exceed the
Aggregate Net  Investment  Limit,  (ii) such  Purchaser's  Pro Rata Share of the
Aggregate  Net  Investment  would exceed the amount of its Pro Rata Share of the
Commitment  Amount  or (iii)  the  Collateral  Percentage  as of the date of the
proposed  Purchase (after giving effect to such Purchase and all Purchases to be
made on or prior to such date) would be less than 125%.

         Section 2.2  Certain Purchase Procedures.

                  (a) Purchases Other Than Reinvestments.  Except in the case of
a  Purchase  that is a  Reinvestment,  the Seller  shall  deliver to the Agent a
notice setting forth the details of each proposed Purchase, substantially in the
form of  Exhibit A hereto (a  "Purchase  Notice"),  no later  than  11:00  a.m.,
Seattle time, on the Business Day immediately preceding the date of the proposed
Purchase;  provided,  however,  if the Seller shall select the LIBOR Rate as the
initial  Yield Rate for such  proposed  Purchase,  the Purchase  Notice shall be
delivered  to the  Agent  prior to 11:00  a.m.,  Seattle  time,  at least  three
Business Days before the date of such  proposed  Purchase.  Notwithstanding  the
foregoing,  in the case of the initial  Purchase to be made on the Closing Date,
the related  Purchase  Notice can be delivered to the Agent on the Closing Date.
Except as otherwise  provided in the immediately  preceding  sentence,  Purchase
Notices  received  after 11:00 a.m.,  Seattle  time, on any Business Day will be
deemed received on the immediately succeeding Business Day. Each Purchase Notice
shall set forth the proposed amount of the Purchase,  which shall be an integral
multiple of $100,000  and not less than  $1,000,000,  and the  proposed  date of
Purchase, which, except for the initial Purchase on the Closing Date, shall be a
Settlement Date occurring prior to the Commitment  Termination Date. Such notice
shall be  irrevocable  and shall be deemed to  constitute a  representation  and
warranty by the Seller that as of

                                       24

<PAGE>



the date of the Purchase Notice,  all of the  representations  and warranties of
the  Seller set forth in Article 7 are true and  correct  and that no  Unmatured
Termination  Event or  Termination  Event has occurred and is  continuing.  Upon
receipt of a Purchase Notice,  the Agent shall promptly notify each Purchaser by
telephone (confirmed by facsimile  transmission),  or facsimile  transmission of
the date and time of the proposed  Purchase.  Each Purchaser  shall before 11:00
a.m.,  Seattle time, on the date of such Purchase  (other than a  Reinvestment),
remit an amount  equal to the lesser of (i) such  Purchaser's  Pro Rata Share of
the amount of the Purchase identified in the Purchase Notice or (ii) the maximum
amount  such  Purchaser  is  committed  to  pay  pursuant  to  Section  2.1,  in
immediately  available funds to the Agent at its Commercial Loan Service Center,
Seattle,  Washington.  Upon  fulfillment  to  the  Agent's  satisfaction  of the
applicable  conditions set forth in Article 6, and after receipt by the Agent of
such  funds,  the Agent will  promptly  make such  immediately  available  funds
available  to the Seller by  depositing  them to an  ordinary  checking  account
maintained for such purpose by the Seller with the Agent.

                  (b) Reinvestments.  Reinvestments  shall be made by permitting
the Master Servicer to apply each  Purchaser's Pro Rata Share of the Purchasers'
Share of  Collected  Principal  towards  the  purchase of  additional  Undivided
Interests pursuant to Section 4.2.

         Section 2.3  [Reserved]

         Section 2.4  Conveyance of Receivables.

                  (a) In  consideration  of the  obligation of the Purchasers to
make  purchases from time to time pursuant to this  Agreement,  on each Transfer
Date, the Seller does hereby transfer,  assign and otherwise convey to the Agent
for the benefit of the Purchasers,  without recourse (subject to the obligations
of the Seller herein), all of its right, title and interest in, to and under the
Assigned  Collateral  obtained  by the  Seller  on such  Transfer  Date  (or all
Assigned  Collateral  owned  as of the  Closing  Date in the  case of the  first
Transfer Date).

                  (b) In connection with each transfer and assignment  described
in Section 2.4(a),  on or prior to the related Transfer Date the Seller will (i)
deliver to the Agent (A) a revised Schedule of Mortgage Loan Receivables  and/or
a revised Schedule of Right to Use Receivables,  as the case may be, listing all
of the  Receivables  being conveyed on the related  Transfer Date and all of the
related Receivables  previously conveyed pursuant to this Agreement,  and (B) an
Officer's  Certificate  of the Seller to the effect that the related  Receivable
Files  have been  delivered  to or upon the  order of the  Master  Servicer,  as
custodian for the

                                       25

<PAGE>



Agent, and that the following legend (or the substantive equivalent thereof) has
been  placed  on  each  of the  above-referenced  files,  on  each  of the  data
processing  reports that the Master  Servicer,  the Seller or either  Originator
generates  which are of the type which a  potential  purchaser  or lender  would
reasonably  be  expected  to  review to  evaluate  the  Receivables:  "Undivided
Interests  in the  Receivable(s)  described  herein  have been  sold to  various
Purchasers  pursuant  to a Second  Amended  and  Restated  Receivables  Transfer
Agreement,  dated as of June 1, 1997,  among TW Holdings,  Inc.,  the Purchasers
named therein,  Seafirst Bank, as Agent, and Trendwest  Resorts,  Inc. as Master
Servicer" and (ii) file in the appropriate  offices in the  jurisdictions  where
filing of a UCC-1 financing  statement is necessary or  appropriate,  such UCC-1
financing  statements  shall be  executed  by the Seller as  debtor,  naming the
Agent,  acting on behalf of the  Purchasers,  as secured  party and  listing the
related Assigned  Collateral as collateral.  In connection with such filing, the
Seller  agrees  that it  shall  cause  to be filed  all  necessary  continuation
statements  and to take or cause to be  taken  such  actions  and  execute  such
documents as are  necessary to perfect the  interests of the  Purchasers in such
Assigned  Collateral.  File-stamped  copies of each such financing  statement or
continuation statement shall be delivered to the Agent as soon they are received
by the Seller.

                  (c) In  connection  with the  first  transfer  and  assignment
hereunder of Right to Use  Receivables  pursuant to Section  2.4(a),  the Seller
will  deliver to the Agent an  opinion  of counsel to the effect  that the Agent
will  have  a  first  perfected  security  interest  in  such  Receivables,  all
Collections on or in respect of such  Receivables  after the related Cutoff Date
and all proceeds of the foregoing.

                  (d) On the  Closing  Date and each  anniversary  of the  first
Settlement  Date,  the Seller will deliver to the Agent an opinion of counsel to
the effect that in respect of all Receivables  transferred and assigned pursuant
to Section 2.4(a) since the first such transfer and assignment  (or, in the case
of  each  anniversary  of  the  first  Settlement  Date  after  the  first  such
anniversary,  Receivables so transferred  and assigned during the past year) the
Agent  has  a  first  perfected  security  interest  in  such  Receivables,  all
Collections on or in respect of such Receivables  after the related Cutoff Dates
and all proceeds of the foregoing.

                  (e) It is the intention of the Seller and the other parties to
this Agreement that the transfers and assignments contemplated by this Agreement
shall  constitute a sale of Receivables in an aggregate  principal  amount up to
the Commitment Amount from the Seller to the Agent, on behalf of the Purchasers,
and the beneficial interest in and title to such Receivables

                                       26

<PAGE>



shall  not be part of the  Seller's  estate  in the  event  of the  filing  or a
bankruptcy  petition by or against the Seller under any  bankruptcy  law. In the
event that the  transfers and  assignments  contemplated  by this  Agreement are
deemed to be other than a sale, this Agreement shall be deemed to be and in such
event hereby is the grant of a security interest from the Seller to the Agent in
the Assigned  Collateral and the Agent, on behalf of the Purchasers,  shall have
all the rights,  powers and privileges of a secured party under the UCC. In such
event,  the Seller agrees to take such action and execute such  documents as the
Agent shall  reasonably  request in order fully to realize the  benefits of such
secured  party  status,  including,  without  limitation,  powers  of  attorney,
financing statements, notices of lien or other instruments or documents.

         Section 2.5 Custody of Receivable  Files.  To assure uniform quality in
servicing the Receivables and to reduce  administrative  costs, the Agent,  upon
the  execution  and delivery of this  Agreement,  revocably  appoints the Master
Servicer, and the Master Servicer accepts such appointment,  to act as the agent
of the Agent as custodian of the following documents or instruments, directly or
through one or more Subservicers,  which are hereby constructively  delivered to
the Agent, and of which the Master Servicer shall  acknowledge  receipt thereof,
with respect to each Receivable assigned and transferred on the related Transfer
Date:

                  (i)      the fully executed original of the Receivable;

                  (ii) documents  evidencing or relating to any insurance policy
relating to such  Receivable,  the related  Obligor and, if such Receivable is a
Mortgage Loan Receivable, the related Mortgaged Property;

             (iii) in the  case of a  Mortgage  Loan  Receivable,  the  original
Mortgage  Note  endorsed  (which  endorsement  may  be by  manual  or  facsimile
signature)  by the  Seller  without  recourse  to the  order of the Agent in the
following form:  "Without recourse,  pay to the order of Seattle-First  National
Bank,  as Agent of the  Purchasers  under the Amended and  Restated  Receivables
Transfer  Agreement,  dated as of June 1, 1994,  among TW  Holdings,  Inc.,  the
Agent, the Purchasers and JELD-WEN, inc.";

                  (iv) in the case of a  Mortgage  Loan  Receivable,  a recorded
Assignment  to the Agent,  acting on behalf of the  Purchasers,  of the  related
Mortgage  or, if the  Seller  provides  the Agent  with an  opinion  of  counsel
admitted to practice law in the state in which the related Mortgaged Property is
located to the effect that  recordation  is not necessary to secure the interest
in such Mortgaged Property in the name of the Agent, an assignment in recordable
form;


                                       27

<PAGE>



                  (v)      in the case of a Mortgage Loan Receivable,
originals or recorded copies of all intervening Assignments with
evidence of recording indicated thereon;

                  (vi)     in the case of a Mortgage Loan Receivable, the
related Mortgage, with evidence of recording indicated thereon;

             (vii) originals of all assumption,  modification  and  substitution
agreements  where  the  terms or  provisions  of such  Receivable  and,  if such
Receivable is a Mortgage Loan Receivable, the related Mortgage or Mortgage Note,
have been  modified  or such  Receivable,  Mortgage  or  Mortgage  Note has been
assumed; and

            (viii)  copies of all  other  Receivable  Documents  and any and all
other documents that the Seller, the related Obligor,  the related Originator or
the Master Servicer,  as the case may be, shall keep on file, in accordance with
its customary procedures,  relating to such Receivable, the related Obligor and,
if  such  Receivable  is a  Mortgage  Loan  Receivable,  the  related  Mortgaged
Property.

         Section 2.6  Duties of Master Servicer as Custodian.

                  (a) The Master Servicer,  in its capacity as custodian,  shall
hold the Receivable  Files on behalf of the Agent for the use and benefit of all
Purchasers,  and  maintain  such  accurate and  complete  accounts,  records and
computer  systems  pertaining to each  Receivable.  The Receivable Files will be
marked and  physically  separated  from the files relating to all other right to
use timeshare  receivables  and mortgage  loan  timeshare  receivables  that the
Master Servicer services on behalf of itself or others. In performing its duties
as custodian,  the Master  Servicer shall act with reasonable  care,  using that
degree of skill and  attention  that it  exercises  with  respect to  comparable
receivables  that it services for itself or others.  The Master  Servicer  shall
conduct,  or  cause  to be  conducted,  periodic  reviews  of the  files  of all
receivables  owned or serviced by it which shall  include the  Receivable  Files
held by it under  this  Agreement,  and of the  related  accounts,  records  and
computer  systems,  in such a manner as shall  enable  the  Agent to verify  the
accuracy of the Master  Servicer's  record  keeping.  The Master  Servicer shall
promptly  report  to the Agent any  failure  on its part to hold the  Receivable
Files and maintain its accounts, records and computer systems as herein provided
and promptly take appropriate action to remedy any such failure.

                  (b)      The Master Servicer shall maintain each Receivable
File at one of the locations set forth in Schedule 5 hereto, or
at such other location or locations as shall be specified to the
Agent by 30 days' prior written notice (and each such location
shall be added to a revised Schedule 5).  The Master Servicer

                                       28

<PAGE>



shall  make  available  to the  Agent  or its duly  authorized  representatives,
attorneys or auditors the Receivable Files and the related accounts, records and
computer  systems  maintained by the Master  Servicer at such times as the Agent
may reasonably request.

                  (c) Upon instruction from the Agent, the Master Servicer shall
release  any  document  in the  Receivable  Files to the  Agent or its  agent or
designee,  as the  case  may be,  at such  place  or  places  as the  Agent  may
designate, as soon as practicable.  The Master Servicer shall not be responsible
for any loss  occasioned  by the failure of the Agent to return any  document or
any delay in doing so.

         Section 2.7  Instructions;  Authority to Act. The Master Servicer shall
be deemed to have received  proper  instructions  with respect to the Receivable
Files upon its receipt of written  instructions  signed by an authorized officer
of the Agent.  A certified  copy of a bylaw or of a  resolution  of the Board of
Directors of the Agent shall constitute  conclusive evidence of the authority of
any such  authorized  officer to act and shall be considered to be in full force
and  effect  until  receipt  by the Master  Servicer  of  written  notice to the
contrary is given by the Agent.

         Section 2.8 Indemnification by Master Servicer as Custodian. The Master
Servicer, as custodian, shall indemnify the Agent and the Purchasers for any and
all liabilities,  obligations,  losses, compensatory damages, payments, costs or
expenses of any kind  whatsoever  that may be imposed  on,  incurred or asserted
against  the Agent and the  Purchasers  as the  result  of any  improper  act or
omission  in any way  relating  to the  maintenance  and  custody  by the Master
Servicer,  as custodian,  of the Receivable Files;  provided,  however, that the
Master Servicer shall not be liable for any portion of any such amount resulting
from  the  willful  misfeasance,  bad  faith or  negligence  of the  Agent,  any
Purchaser or any successor Master Servicer.

         Section 2.9 Effective  Period and  Termination.  The Master  Servicer's
appointment as custodian shall become effective as of the Closing Date and shall
continue in full force and effect until terminated pursuant to this Section. If,
pursuant to Section 10.1, the Master Servicer shall resign as Master Servicer or
if all of its rights and obligations  have been  terminated,  the appointment of
the Master  Servicer as custodian  shall be terminated by the Agent (acting upon
the  direction of the Required  Purchasers),  in the same manner as the Agent or
such  Purchasers may terminate the rights and obligations of the Master Servicer
pursuant  to  Section  10.1.  The  Agent may  terminate  the  Master  Servicer's
appointment  as  custodian,  with cause at any time upon  written  notice to the
Master Servicer, and without cause upon

                                       29

<PAGE>



30 days' prior written  notice to the Master  Servicer.  As soon as  practicable
after any termination of such appointment, the Master Servicer shall deliver the
Receivable  Files to or upon the order of the  Agent at such  place or places as
the Agent may  reasonably  designate.  Notwithstanding  the  termination  of the
Master Servicer as custodian,  the Agent agrees that upon any such  termination,
the Agent shall provide, or cause its agent to provide, access to the Receivable
Files to the Master  Servicer  for the  purpose of  carrying  out its duties and
responsibilities with respect to the servicing of the Receivables hereunder.

                                    ARTICLE 3

                                  EARNED YIELD

         Section 3.1 Earned Yield.  The Purchasers shall be entitled to receive,
and the Seller agrees to cause the Master  Servicer to pay to the Agent,  out of
Collections,  for the account of each Purchaser,  an amount (the "Earned Yield")
equal  to the  product  of (i) the  Aggregate  Net  Investment  from the date an
Undivided  Interest was first  purchased  until the Aggregate Net  Investment is
reduced to zero on a day following the Commitment  Termination  Date and (ii)(A)
the  applicable  Yield  Rate at all  times  prior  to a  Notice  Date or (B) the
Termination Event Rate at all times on and after a Notice Date.

         Section  3.2  Selection  of  Yield.  The  Seller  may,  subject  to the
requirements  of this Section,  on at least three Business  Days,  prior written
notice,  select the LIBOR  Rate as the Yield Rate for all or any  portion of the
Aggregate Net Investment for any applicable Yield Period.  Such notice (a "Yield
Notice") shall be deemed delivered on receipt by the Agent except that any Yield
Notice  received by the Agent after 11:00 a.m.,  Seattle time, on any day, shall
be deemed to have been received on the immediately succeeding Business Day. Each
Yield Notice shall  identify,  subject to the  conditions of this  Section,  the
dollar  amount of the Tranche for which the LIBOR Rate is to apply and the Yield
Period selected by the Seller.  Such Yield Notice shall be irrevocable and shall
constitute  a  representation  and warranty by the Seller that as of the date of
such Yield Notice, the representations and warranties of the Seller set forth in
Article  7 are  true and  correct  and that no  Unmatured  Termination  Event or
Termination  Event has  occurred  and is  continuing.  Upon  receipt  of a Yield
Notice,  the Agent shall promptly notify each Purchaser by telephone  (confirmed
by facsimile  transmission)  of the information set forth therein.  The Seller's
right to select the LIBOR  Rate as the Yield Rate for all or any  portion of the
Aggregate Net Investment shall be subject to the following  conditions:  (i) the
amount of any Tranche for which the yield is to be  calculated  at a  particular
LIBOR Rate for the same Yield Period  shall be an integral  multiple of not less
than $100,000;

                                       30

<PAGE>



(ii) a LIBOR Rate may not be selected for all or any portion of a Tranche  which
is already  accruing  interest at a LIBOR Rate unless such  selection is only to
become  effective at the maturity of the Yield Period then in effect;  (iii) the
Agent or any Purchaser  shall not have given notice pursuant to Section 3.4 that
the LIBOR Rate is not  available;  and (iv) no  Unmatured  Termination  Event or
Termination Event shall have occurred and be continuing.  Any Yield Notice which
specifies a LIBOR Rate but which fails to specify a Yield Period shall be deemed
to have specified a Yield Period ending on a Settlement Date nearest to the date
one month  after the first day of such  Yield  Period.  The Yield  Notice may be
given with and contained in any Purchase Notice.  In the absence of an effective
request  for the  application  of a LIBOR  Rate  for all or any  portion  of the
Aggregate Net  Investment,  the Yield Rate for the Aggregate Net  Investment (or
portion thereof) shall be the Reference Rate.

         Section 3.3 Applicable Days for  Computation of Yield.  Computations of
Earned Yield based on (i) the LIBOR Rate shall be made on the basis of a year of
360 days,  and (ii) the  Reference  Rate shall be made on the basis of a year of
365 or 366 days,  as the case may be, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such Earned Yield is payable.

         Section 3.4  Unavailable  LIBOR Rate. If in the reasonable  judgment of
any  Purchaser,  for any  reason  fair  and  adequate  means  do not  exist  for
establishing a particular LIBOR Rate or that obtaining a yield on any Tranche at
a LIBOR Rate by such  Purchaser  has become  unlawful,  such  Purchaser may give
notice thereof to the Agent and the Seller. After such notice has been given and
until such  Purchaser  notifies the Seller and the Agent that the  circumstances
giving  rise to such notice no longer  exist,  the LIBOR Rate shall no longer be
available. Thereafter, any attempt by the Seller to select the LIBOR Rate as the
Yield Rate shall be ineffective.  If the circumstances giving rise to the notice
described  herein no longer  exist,  the  Purchaser  shall notify the Seller and
Agent in writing, and the Seller shall then once again become entitled to select
the LIBOR Rate as the Yield Rate in accordance with Section 3.2.

         Section 3.5 Yield  Protection.  In the event that after the date hereof
any  change  occurs in any  applicable  law,  regulation,  guideline,  treaty or
directive  or   interpretation   thereof  by  any  authority  charged  with  the
administration  or  interpretation  thereof,  or any condition is imposed by any
authority after the date hereof or any change occurs in any condition imposed by
any authority on or prior to the date hereof which:

                  (i)      subjects any Purchaser to any Tax, or changes the
basis of taxation of any payments to any Purchaser made under any

                                       31

<PAGE>



Facility  Document  with respect to any Undivided  Interest  owned by it or with
respect to its obligation or right to make Purchases (other than a change in the
rate of tax based solely on the overall net or gross income of such Purchaser);

                  (ii) imposes,  modifies or determines  applicable any reserve,
deposit,  assessment or similar requirement against any assets held by, deposits
with or for the account of, or credit extended by, any office of any Purchaser;

             (iii)  affects  the amount of capital  required  or  expected to be
maintained by any Purchaser or any corporation  controlling  such Purchaser with
respect to any Undivided  Interest owned by it or with respect to its obligation
or right to make Purchases; or

                  (iv)  imposes  upon any  Purchaser  any other  condition  with
respect to any Undivided  Interest owned by it or with respect to its obligation
or right to make  Purchases;  and,  the result  thereof  is, or would be, (a) to
increase the cost to such Purchaser in respect of making,  issuing,  maintaining
or committing to make, issue or maintain any Undivided  Interest (other than any
Undivided Interest to the extent that the Reference Rate is applicable thereto),
(b) to reduce the amount of any sum  received or  receivable  by such  Purchaser
under any  Facility  Document  or (c) in the  reasonable  determination  of such
Purchaser,  to  reduce  the rate of  return  on such  Purchaser's  capital  as a
consequence of its obligations  hereunder or arising in connection herewith to a
level below that which such Purchaser would otherwise have achieved,  then, upon
demand by such  Purchaser,  the Seller shall  immediately  pay to such Purchaser
additional amounts which shall be sufficient to compensate it for such increased
costs incurred or reduced  receipts  suffered thereby for a period not to exceed
90 days prior to the date of such demand.

         A certificate  of a Purchaser as to such  increased  costs  incurred or
reduced  receipts  suffered  as a result of any event  mentioned  in clause  (i)
through (iv) above  submitted to the Seller  specifying  the event  causing such
increased  cost or reduced  receipt and setting forth in  reasonable  detail the
calculation  made to  determine  the  amount of such  increased  cost or reduced
receipt  and  the  assumptions   used  in  calculating   such  amount  shall  be
presumptively  correct  as to  the  amount  thereof,  if  such  assumptions  are
reasonable  and there are not  demonstrable  errors  in such  calculation.  Each
Purchaser shall exercise  reasonable efforts to minimize such increased costs or
reduced receipts.

         The  protection  of this Section  shall be available to each  Purchaser
regardless of any possible  contention of invalidity or  inapplicability  of the
relevant law, regulation, guideline,

                                       32

<PAGE>



treaty,  directive,  condition or interpretation  thereof. In the event that the
Seller pays any Purchaser the amount  necessary to compensate such Purchaser for
any  charge,  deduction  or payment  incurred  or made by it as provided in this
Section,  and  such  charge,  deduction  or  payment  or  any  part  thereof  is
subsequently  returned to such Purchaser as a result of the final  determination
of the invalidity or inapplicability of the relevant law, regulation, guideline,
treaty,  directive or condition,  then such Purchaser  shall remit to the Seller
the amount paid by the Seller which has actually been returned to such Purchaser
(together with any interest  actually paid to Purchaser on such returned amount)
less such  Purchaser's  costs and  expenses  incurred  in  connection  with such
governmental  regulation or any challenge made by such Purchaser with respect to
its validity or applicability.

         Section 3.6 Funding Losses. In the event that any Purchaser shall incur
any loss or expense  (including  any loss or expense  incurred  by reason of the
liquidation  or  reemployment  of  deposits  or  other  funds  acquired  by such
Purchaser to finance a portion of the Aggregate Net  Investment for which Earned
Yield was or was to be calculated at the LIBOR Rate) as a result of

                  (i) any payment in respect of any Tranche made on a date other
than the Settlement  Date initially  established for such Tranche (to the extent
that the Earned Yield related  thereto was initially  calculated by reference to
the LIBOR Rate) whether  voluntary,  involuntary,  the result of the  collection
efforts of the Agent or one or more Purchasers, or the result of any change in a
Payment Period following a Notice Date;

                  (ii)  any  repurchase  of  all  or any  portion  of a  Tranche
pursuant to Section 15.1 on a day other than a Settlement  Date for such Tranche
(to the extent that the Earned Yield  related to such Tranche was  calculated by
reference to the LIBOR Rate); or

             (iii)  any  Purchase  (in  connection  with  which a  Yield  Notice
selecting  a LIBOR Rate was  delivered)  not being made in  accordance  with the
Purchase Notice therefor;

such Purchaser  shall give the Seller and the Agent written notice of such event
specifying  the amount that will, in the reasonable  opinion of such  Purchaser,
reimburse it for such loss or expense and setting forth in reasonable detail the
calculation  made to  determine  the  amount  of such  loss or  expense  and the
assumptions used in calculating such amount shall be presumptively correct as to
the  amount  thereof,  if such  assumptions  are  reasonable  and  there are not
demonstrable errors in such calculation.  The Seller shall, within five Business
Days after the receipt of such notice, pay such amount to such Purchaser.

                                       33

<PAGE>



                                    ARTICLE 4

                           COLLECTIONS AND SETTLEMENTS

         Section 4.1 Collections. On each day during each Collection Period, the
Master Servicer shall collect the Purchasers'  Share of Collected  Principal and
the Purchasers,  Share of Collected Interest received or deemed received on such
day and shall hold such funds in trust for the  benefit  of the  Purchasers  and
shall collect all other Collected  Principal and Collected  Interest so received
or deemed  received  and shall hold such  funds in trust for the  benefit of the
Seller.  Collections  received  by the  Master  Servicer  shall at all  times be
segregated from other funds of the Master Servicer. In the event that the Seller
receives any payments on or in respect of a Receivable subsequent to the related
Transfer Date, the Seller shall remit such amount to the Master  Servicer within
two Business Days of receipt.

         Section  4.2   Reinvestments.   Subject  to  the  satisfaction  of  the
conditions  set forth in  Section  6.2,  the  Seller's  right to make a contrary
election  pursuant  to Section  4.3(a)(ii)  and  subject to Section  4.3(b)(ii),
provided that no Notice Date shall have occurred,  on each Settlement Date on or
prior to the Commitment Termination Date, the Master Servicer shall be deemed to
have reinvested  (for the benefit of the  Purchasers)  the Purchasers'  Share of
Collected  Principal received during the related Collection Period in additional
Undivided  Interests in the Receivables Pool. In the event any such funds cannot
be reinvested on the date received  because the  conditions set forth in Section
6.2 have not been  satisfied,  they shall be deemed  reinvested on the first day
thereafter on which such conditions shall be satisfied unless sooner paid to the
Agent on any Settlement  Date.  Neither the Purchasers'  Investment,  the Earned
Yield thereon nor any  Obligation  shall be deemed reduced or paid on account of
such  unreinvested  Collections  until  such  amount  is paid to the  Agent on a
Settlement Date.

         Section 4.3  Settlement Procedures.

                  (a) Prior to  Termination  Event.  Subject to Section  4.4 and
except as otherwise provided in Section 4.3(b), on each Settlement Date which is
the last day of a Payment Period,  the Seller shall cause the Master Servicer to
pay to the Agent:

                           (i)      from the Collected Interest collected since
the last  Settlement  Date on which any payment  was due under this  Section and
from the  Collected  Interest  collected  prior thereto and allocated but unpaid
with respect to the Earned Yield on the Aggregate Net  Investment  (as Collected
Interest  has been  reduced  to pay the  Servicing  Fee,  including  any  unpaid
Servicing Fee in respect of one or more prior Collection  Periods, to the Master
Servicer pursuant to Section 10.8), the lesser of (A) the unpaid

                                       34

<PAGE>



Earned Yield on the Purchasers'  Investment in each Maturing  Tranche accrued to
(but excluding) such Settlement Date, or (B) the amount of the Purchasers' Share
of Collected  Interest  collected  since the last  Settlement  Date on which any
payment was due under this Section plus the amount of the  Purchasers'  Share of
Collected Interest collected prior thereto and allocated but unpaid with respect
to the Earned Yield on the Aggregate Net Investment  (as Collected  Interest has
been so reduced); and

                           (ii)     from the Collected Principal collected since
the last  Settlement  Date on which any payment was due under this Section,  the
amount of the  Purchasers'  Share of Collected  Principal so collected  less any
amounts that the Master  Servicer has been deemed to have  reinvested  from such
Collections pursuant to Section 4.2; provided, that notwithstanding the terms of
Section  4.2,  if on any  Settlement  Date  which is the  last day of a  Payment
Period,  the Seller so notifies the Agent in writing,  the Master Servicer shall
pay to the Agent  any  amount  selected  by the  Seller up to the  amount of the
Purchasers'  Share of Collected  Principal  collected  since the last Settlement
Date on which any payment was due under this  Section.  If the Seller  elects to
cause the Master  Servicer  to make such a payment,  the amount so paid shall be
deemed not to have been reinvested pursuant to Section 4.2.

                  (b)  Subsequent to Termination  Event.  If a Notice Date shall
have  occurred  on or before  any  Settlement  Date,  in  addition  to all other
remedies provided for herein, on such Settlement Date the Seller shall cause the
Master Servicer to pay to the Agent:

                           (i)      to the extent of the Purchasers' Share of
such  Collected  Interest,  all  Collected  Interest  collected  since  the last
Settlement  Date on which any payment was due under this  Section (as  Collected
Interest  has been  reduced  to pay the  Servicing  Fee,  including  any  unpaid
Servicing Fee in respect of one or more prior Collection Periods); and

                           (ii)     to the extent of the Purchasers' Share of
such  Collected  Principal,  all Collected  Principal  collected  since the last
Settlement  Date on which any payment was due under this Section,  the amount of
the Purchasers' Share of Collected Principal so collected; provided, that to the
extent that pursuant to Section 4.2, the Master  Servicer would have been deemed
to have reinvested some or all of the Purchasers'  Share of Collected  Principal
which the Seller is  required to pay to the Agent  pursuant  to Section  4.3(b),
such reinvestment shall be deemed not to have occurred.

         Section 4.4  Deposits to Collection Account to Avoid Break-
Funding Costs.  In the event that on any Settlement Date the

                                       35

<PAGE>



Seller would, pursuant to Section 4.3(a)(ii),  be required to disburse principal
payments to the Agent for a Tranche for which the LIBOR Rate was selected as the
Yield  Rate  prior to the last day of the  applicable  Payment  Period  for such
Tranche,  in order to avoid possible funding losses which could result from such
accelerated  payment,  on such  Settlement  Date the Seller shall deposit to the
Collection  Account,  in lieu of paying  such  amount to the Agent  pursuant  to
Section  4.3(a)(ii),  an amount equal to (a) such amount less (b) the sum of (i)
the Dollar  amount of all then  Maturing  Tranches for which the Earned Yield is
calculated  based on the LIBOR Rate and (ii) the Dollar  amount of all  Tranches
(whether  Maturing  Tranches  or not) for which the Earned  Yield is  calculated
based on the  Reference-Rate.  Neither the  Purchasers'  Investment,  the Earned
Yield thereon nor any  Obligation  shall be deemed reduced or paid on account of
the deposit of such amounts to the Collection Account.

         Section  4.5 Deemed  Collections.  If on any day,  any of the  Seller's
representations  or warranties set forth in Sections 7.1, 7.2 or 7.3 shall prove
to have been untrue when made with respect to any Receivable in the  Receivables
Pool or the Seller shall be in breach of its obligations  under Sections 8.1(d),
8.1(e), 8.1(f) or 9.1 in respect of any Receivable in the Receivables Pool, then
the Seller  shall be deemed to have  received on such day a  Collection  of such
Receivable  in full,  and the Seller  shall  transfer to the Master  Servicer an
amount equal to the Outstanding  Principal Balance of such Receivable,  together
with interest thereon at the related  Receivable  Interest Rate through the last
day of the  Collection  Period in which  deemed  Collection  occurs.  The Master
Servicer shall reinvest and  distribute  each such payment  pursuant to Sections
4.2,  4.3 and 4.4,  as the case may be,  as if such  payment  actually  had been
received by the Seller on such day from the Obligor of such Receivable. Payments
under this Section shall not constitute a payment under the indemnity provisions
of Article 14.

         Section 4.6  Allocation of Payments and Collections.

                  (a)  Except  as  otherwise  required  by law  or  the  related
Receivable  Documents  and  subject to the  provisions  of Section  4.6(b),  all
amounts  collected on or in respect of each  Receivable  shall be applied  first
against  fees,  expenses  and  indemnities  due in respect  of such  Receivable,
second,  against  interest  due in respect  of such  Receivable  and  thereafter
against the  obligations  of the related  Obligor to repay the principal  amount
thereof.

                  (b)  On  each  Settlement   Date,   Collections   (other  than
Collections  reinvested  pursuant to Section 4.2) shall be applied by the Master
Servicer in the following amounts and in the following order of priority:


                                       36

<PAGE>



                           (i)      to the Master Servicer, an amount equal to
the  Servicing  Fee in respect of the related  Collection  Period and any unpaid
Servicing Fee in respect of one or more prior Collection Periods;

                           (ii)     to the Agent, any amount payable pursuant to
Section 4.3;

                           (iii)  to the Agent, an amount equal to all
Program Costs due to the Agent payable during the related
Collection Period; and

                           (iv)     any remaining Collections shall be paid to
the Seller, free and clear of all Liens.

         Section 4.7 Order of Distribution by the Agent. On each Settlement Date
on which the Agent  receives any  payments  pursuant to Sections 4.3 or 4.8, the
Agent  shall  distribute  such funds to the  Purchasers  first in payment of the
unpaid  Earned  Yield on the  Purchasers'  Investment  in the  Maturing  Tranche
accrued to (but excluding) such Settlement  Date, and thereafter in reduction of
the Aggregate Net Investment, in each case until reduced to zero.

         Section 4.8  Collection Account.

                  (a)  On or  prior  to  the  Closing  Date,  the  Seller  shall
establish  an account with the Agent in the name of the Agent for the benefit of
the Agent and the Purchasers (the "Collection Account") which account,  together
with all monies on deposit therein and investments  thereof,  shall be under the
exclusive dominion and control of the Agent (for the benefit of the Purchasers).
Monies  shall  be  deposited  in the  Collection  Account  from  time to time as
described  in Sections 4.4 and 4.9.  Neither the Seller nor the Master  Servicer
shall have any right to make  withdrawals or  distributions  from the Collection
Account nor shall any  additional  amounts be  deposited to or  commingled  with
amounts in the  Collection  Account  except as provided in Section  4.4, 4.5 and
this Section.

                  (b) on any Settlement  Date which is the last day of a Payment
Period,  if a Notice Date shall not have  occurred  and if any amounts have been
deposited to the Collection  Account  pursuant to Section 4.4 which have not yet
been disbursed to the Agent ("Section 4.4  Deposits"),  the Agent shall withdraw
such monies,  to the extent that such monies,  together with all amounts payable
under Section  4.3(a)(ii) on such Settlement  Date, do not exceed the sum of (i)
the  amount  of all  then  Maturing  Tranches  for  which  the  Earned  Yield is
calculated based on the LIBOR Rate and (ii) the amount of all Tranches  (whether
Maturing  Tranches or not) for which the Earned Yield is calculated based on the
Reference Rate. Section 4.4 Deposits withdrawn by the Agent

                                       37

<PAGE>



hereunder  shall be applied  as if they had been  received  in payment  from the
Seller on the date withdrawn pursuant to Section 4.3(a)(ii).

                  (c) If a Notice  Date  shall have  occurred  and the Agent has
delivered  notice  to the  Seller  that all  Collections  should  thereafter  be
deposited  through the Lock Box Network,  the Master  Servicer shall cause to be
deposited into the Collection  Account (i) all  Collections  received by it or a
Subservicer  within two Business  Days of receipt and (ii) all monies on deposit
in the Lock Box  Accounts  and any New Lock Box  Accounts  on the  Business  Day
immediately  preceding the last day of each Collection  Period and on each other
Business Day or Business Days during each  Collection  Period as selected by the
Agent  (acting upon  instructions  of the Required  Purchasers).  On the related
Settlement  Date, such monies will be applied in the same manner and to the same
extent as the Seller would  otherwise be obligated to pay and apply  pursuant to
Section 4.3(b). The balance of the amounts on deposit in the Collection Account,
if any, shall be applied against  accrued but unpaid  obligations and after such
unpaid  Obligations  are satisfied,  delivered to the Seller on such  Settlement
Date.

                  (d) The Agent shall invest and  reinvest  monies on deposit in
the Collection Account in short-term, high-quality investments acceptable to the
Agent pursuant to instructions given by the Seller; provided, that (i) the Agent
and the Purchasers shall not be liable in any manner for any reason for any loss
of or on account of such  investments and (ii) the Agent shall at all times be a
pledgee in  possession  of such  investments.  Interest  accruing  on and income
earned in respect of amounts and investments in the Collection  Account shall be
retained  in the  Collection  Account and shall be applied  against  accrued but
unpaid Obligations and after such unpaid Obligations are satisfied, delivered to
the Seller on each Settlement  Date. The Seller agrees that all income earned on
amounts in the Collection  Account shall be earned by the Seller and reported on
its tax  returns.  To the  extent  that the Agent is  otherwise  liable  for the
payment of any Taxes in  respect  of monies on deposit  from time to time in the
Collection Account,  the Seller shall indemnify the Agent in respect thereof and
shall promptly reimburse the Agent for any such Taxes paid.

     Section 4.9 Lock Boxes.  After a  Termination  Event has  occurred  and the
Agent has  delivered  notice to the  Seller  and the  Master  Servicer  that all
Collections  should  thereafter be deposited  through the Lock Box Network,  the
Seller shall instruct or otherwise cause all Obligors to make all payments under
the  Receivables  directly to a Lock Box and shall instruct the applicable  Lock
Box Bank to deposit all cash,  checks and drafts received  therein directly to a
Lock Box Account. The Seller

                                       38

<PAGE>



shall not add any bank as a Lock Box Bank, any post office or bank box as a Lock
Box, or any account as a Lock Box Account (including,  without  limitation,  the
addition of any such Lock Box Bank,  Lock Box or Lock Box Account in  connection
with the  establishment  of a Lock Box Network)  unless (a) the Agent shall have
received five days' prior written notice of such  addition,  (b) the Agent shall
have  received a copy of any new Lock Box Agreement and (c) the Agent shall have
received undated  executed copies of Lock Box Notices  substantially in the form
of Exhibit F to each Lock Box Bank for each Lock Box and Lock Box  Account.  The
Seller shall not terminate any bank as a Lock Box Bank,  any post office or bank
box as a Lock Box or any  account as a Lock Box  Account  unless the Agent shall
have  received  15 days' prior  written  notice of such  termination.  After the
occurrence of a Termination  Event,  and after the Agent has delivered notice to
the Seller that all Collections  should thereafter be deposited through the Lock
Box  Network,  (i) upon  receipt  of notice  from the Agent,  the  Seller  shall
instruct  the Lock  Box  Banks  to  segregate  all  Collections  from all  other
collections  received in such Lock Box and to deposit such  Collections  into an
account designated by the Agent, (ii) the Agent is hereby authorized, whether or
not it is then serving as Collection  Agent, to date and deliver to the Lock Box
Banks the Lock Box Notices  delivered to the Agent  hereunder and (iii) upon the
receipt of notice from the Agent, the Seller shall (A) establish and maintain at
its expense new Lock Boxes (the "New Lock  Boxes")  into which only  Collections
will be received,  (B) open new Lock Box Accounts (the "New Lock Box  Accounts")
into which only Collections on or in respect of the Assigned  Collateral will be
deposited and (C) notify the Obligors that all future  payments by such Obligors
under the Receivables  are to be made to such new Lock Boxes.  The Seller hereby
agrees  that the  Agent  (for the  benefit  of the  Purchasers)  shall  have the
exclusive  ownership  and  control  of the New Lock  Boxes  and the New Lock Box
Accounts,  and shall take any further  action,  including,  without  limitation,
executing additional Lock Box Notices, to transfer or establish such control. In
case any authorized  signatory of the Seller whose signature shall appear on any
Lock Box Notice shall cease to have such  authority  before the delivery of such
Lock Box Notice,  such signature shall  nevertheless be valid and sufficient for
all  purposes  as if such  authority  had  remained in force at the time of such
delivery.  Monies  on  deposit  in the  Lock Box  Accounts  and any New Lock Box
Accounts will be withdrawn  therefrom and deposited into the Collection  Account
pursuant to Section 4.8(c).

                                    ARTICLE 5

                             FEES AND OTHER PAYMENTS

     Section 5.1 Fees. The Seller shall pay,  pursuant to Section 4.6(b), to the
Agent the following amounts: (i) on each

                                       39

<PAGE>



Settlement Date and on the Commitment Termination Date, the Commitment Fee, (ii)
on the Closing Date,  the Upfront Fee and (iii) on each day specified in the Fee
Letter, the related fees and expenses specified therein.

         Section 5.2 Termination  Event Rate Payments.  The Seller or the Master
Servicer,  as the case may be,  shall pay to the Agent  (for the  benefit of the
Agent and the  Purchasers,  as the case may be) interest on all  obligations not
paid when due under any Facility  Document at the Termination  Event Rate, which
interest shall be payable on demand.

         Section 5.3  Payments.

                  (a) All  payments of the  Commitment  Fees and the Upfront Fee
(including  interest thereon accruing under Section 5.2), all payments of Earned
Yield and all amounts  paid to the Agent for the  repayment  of the  Purchasers'
Investment shall be made for the ratable account of the Purchasers.

                  (b) All  amounts  to be paid to the Agent by the Seller or the
Master  Servicer  under any Facility  Document shall be paid to the Agent at its
Commercial  Loan  Service  Center,  Seattle,  Washington  or  deposited  to  the
Collection Account in accordance with the terms hereof no later than 11:00 a.m.,
Seattle  time,  on the day when due in  immediately  available  funds payable in
Dollars.

                  (c) If  any  Purchaser  shall  obtain  any  payment  or  other
recovery (whether  voluntary,  involuntary,  by application of or forbearance to
exercise,  set off or otherwise)  on account of the  Aggregate  Net  Investment,
Earned  Yield or  otherwise  (other than  pursuant  to Sections  3.5 and 3.6) in
excess of such Purchaser's Pro Rata Share of payments then or therewith obtained
by all Purchasers,  such Purchaser shall purchase from the other Purchasers such
participations in the interests held by them as shall be necessary to cause such
purchasing  Purchaser to share the excess payment or other recovery ratably with
each of  them;  provided,  however,  that if all or any  portion  of the  excess
payment  or  other  recovery  is  thereafter   recovered  from  such  purchasing
Purchaser,  the purchase  shall be rescinded and each  Purchaser that has sold a
participation  to  the  purchasing  Purchaser  shall  repay  to  the  purchasing
Purchaser the purchase  price  (without  interest) to the ratable extent of such
recovery.  The Seller agrees that any  Purchaser so  purchasing a  participation
from  another  Purchaser  pursuant to this  clause  may,  to the fullest  extent
permitted  by law,  exercise  all its  rights  of set off with  respect  to such
participation  as fully as if such Purchaser were the direct  Purchaser from the
Seller in the amount of such participation.  If under any applicable bankruptcy,
insolvency or other similar law, any Purchaser receives a secured

                                       40

<PAGE>



claim in lieu of a set off to which this  clause  would  apply,  such  Purchaser
shall, to the extent practicable, exercise its rights in respect of such secured
claim  and  share  the  benefits  thereof  in such a manner  that the  remaining
Purchasers  will  receive the same  benefits as they would  otherwise  have been
entitled to receive under this clause if a set off had been permitted.

                  (d) When any payment made pursuant to this Agreement is due on
a day that is not a Business Day, such payment shall be made on the  immediately
succeeding  Business  Day,  and such  extension of time shall be included in the
computation of interest or fees, as the case may be.

                                    ARTICLE 6

                             CONDITIONS OF PURCHASES

         Section 6.1  Conditions  to Initial  Purchase.  The  obligation of each
Purchaser to make the initial Purchase  hereunder on the Closing Date is subject
to the  satisfaction  of the  conditions  specified  in  Section  6.2 and to the
delivery to the Agent of the following:

                  (a)  certified  copies of the  articles of  incorporation  and
by-laws  of each of the  Seller,  TRI and Eagle  Crest and  certified  copies of
resolutions  adopted by their  respective  Boards of Directors  authorizing  the
execution,  delivery and  performance  of the  Facility  Documents to which such
entity  is a  party,  together  with  evidence  of the  authority  and  specimen
signatures of the  individuals  who signed this Agreement and the other Facility
Documents on behalf of such entity;

                  (b)      certified copies of the articles of incorporation
and by-laws of WorldMark;

                  (c) a written search report from a Person  satisfactory to the
Agent listing all effective financing  statements that name the Seller or either
Originator  as "debtor" or  "assignor"  covering  the States of  Washington  and
Oregon and such other  jurisdictions  as the Agent may  require,  together  with
copies of such  financing  statements;  and no such financing  statements  shall
cover any portion of the Assigned Collateral;

                  (d)      copies of all financing statements on Form UCC-3,
with evidence of filing thereon, releasing the interest of any
Person in the Assigned Collateral;

                  (e) evidence  satisfactory to the Agent that the assignment of
the  Undivided  Interests  and the grant of a security  interest in the Assigned
Collateral  has been duly  perfected  by the  filing  of all such UCC  financing
statements and the taking of

                                       41

<PAGE>



all  such  other  or  additional  acts as may be  necessary,  or in the  Agent's
opinion,  desirable to perfect the ownership  interests of the Purchasers in the
Undivided  Interests  and security  interest in the Assigned  Collateral  in all
jurisdictions,  including,  in the case of the Mortgage  Loan  Receivables,  the
recorded Mortgage Notes,  Mortgages and Assignments required pursuant to Section
2.5;

                  (f)      all fees payable to the Agent on or prior to the
Closing Date pursuant to Section 5.1;

                  (g) the opinion of Washington counsel to the Seller,  TRI, and
Eagle  Crest,  dated  the  Closing  Date  and  addressed  to the  Agent  and the
Purchasers, substantially in the form attached hereto as Exhibit G;

                  (h) the opinion of Oregon counsel to the Seller, TRI and Eagle
Crest  dated the Closing  Date and  addressed  to the Agent and the  Purchasers,
substantially in the form attached hereto as Exhibit H;

                  (i)      the opinion of Nevada counsel to the Seller, dated
the Closing Date, substantially in the form attached hereto as
Exhibit I;

                  (j)      such other documents, certificates and opinions as
the Agent or any Purchaser may reasonably request.

         Section  6.2  Conditions  to All  Purchases.  The  obligation  of  each
Purchaser to make any Purchase  hereunder  (including  the initial  Purchase) is
subject to the  satisfaction  of the conditions set forth in Section 2.1 and the
fulfillment of the following further conditions precedent:

                  (a)      a Commitment Termination Date shall not have
occurred;

                  (b)      except in the case of a Reinvestment, the Agent
shall have received a duly executed Purchase Notice;

                  (c) except in the case of a Reinvestment, the Agent shall have
received  a  certificate  from the  Master  Servicer  substantially  in the form
attached hereto as Exhibit B (each, a "Purchase  Certificate")  one Business Day
prior to the date of such proposed Purchase  containing a calculation of (i) the
Net Pool  Balance,  (ii) the amount of Section 4.4  Deposits  which have not yet
been  disbursed to the Agent  pursuant to Section 4.8(b) and (iii) the Aggregate
Net  Investment  (after giving  effect,  on a pro forma basis,  to such proposed
Purchase);


                                       42

<PAGE>



                  (d) except in the case of a Reinvestment, the Agent shall have
received  an  Officer's  Certificate  of the Seller to the  effect  that (i) the
representations  and warranties of the Seller  contained in this Agreement,  any
other  Facility  Document to which the Seller is a party or in any  certificates
delivered  to the  Agent or any  Purchaser  by or on  behalf  of the  Seller  in
connection with such Purchase are true and correct on and as of the date of such
Purchase,  with the same force and effect as though  made on and as of such day,
and (ii) to the best of the knowledge and information of such officer,  no event
has  occurred  and is  continuing,  or would  result  from such  Purchase,  that
constitutes or would  constitute an Unmatured  Termination  Event or Termination
Event;

                  (e) except in the case of a Reinvestment, the Agent shall have
received an Officer's  Certificate of the Master Servicer to the effect that the
representations  and  warranties  of  the  Master  Servicer  contained  in  this
Agreement,  any other Facility  Document to which the Master Servicer is a party
or in any  certificates  delivered to the Agent or any Purchaser by or on behalf
of the Master  Servicer in connection with such Purchase are true and correct on
and as of the date of such  Purchase,  with the same  force and effect as though
made on and as of such day; and

                  (f)      the Agent and the Purchasers have received such
other documents, certificates and opinions as the Agent or any
Purchaser may reasonably request.

                                    ARTICLE 7

                         REPRESENTATIONS AND WARRANTIES

         Section 7.1 Representations and Warranties as to the Seller. The Seller
shall make the following representations and warranties on which the Agent shall
rely in accepting the  Receivables on behalf of itself and the Purchasers and on
which  the  Agent  and  the  Purchasers  may  rely  in  making  Purchases.   The
representations  and  warranties  shall  speak as of the date of  execution  and
delivery  of this  Agreement,  each  Transfer  Date and on each  date on which a
Purchase is made,  but in each case shall  survive the  repayment in full of all
Purchases and Obligations and the termination of this Agreement.

                  (a) Organization and Good Standing. The Seller shall have been
duly  organized and shall be validly  existing as a corporation in good standing
under the laws of the State of  Nevada,  with  power  and  authority  to own its
properties  and to conduct its  business as such  properties  shall be currently
owned and such business is presently conducted, and had at all relevant

                                       43

<PAGE>



times, and shall now have, power,  authority and legal right to acquire, own and
sell the Receivables.

                  (b) Due  Qualification.  The Seller shall be duly qualified to
do business as a foreign  corporation in good standing,  and shall have obtained
all necessary licenses and approvals in all jurisdictions in which the ownership
or  lease  of  property  or the  conduct  of its  business  shall  require  such
qualifications,  except where the failure to so qualify or to have obtained such
licenses  and  approvals  would  not  have  a  material  adverse  effect  on the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Seller.

                  (c) Power and  Authority.  The Seller shall have the power and
authority to execute,  deliver and perform its  obligations  under the Agreement
and each other  Facility  Document to which it is a party and to carry out their
respective  terms;  the Seller  shall have full power and  authority to sell the
Receivables  to be sold to the Purchasers  and shall have duly  authorized  such
sale  by all  necessary  corporate  action;  and  the  execution,  delivery  and
performance of this Agreement and each other Facility  Document to which it is a
party shall have been duly  authorized by the Seller by all necessary  corporate
action.

                  (d) Licenses.  The Seller  holds,  and at all times during the
term  of  this  Agreement  will  hold,  all  material  licenses,   certificates,
franchises  and permits  from all  Governmental  Authorities  necessary  for the
conduct of its business and has  received no notice of  proceedings  relating to
the  revocation of any such  license,  certificate,  franchise or permit,  which
singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding,  would  materially  and  adversely  affect its  ability to perform  its
obligations under this Agreement or any other Facility Document to which it is a
party or the validity or enforceability of any of the Receivables.

                  (e) Valid Sale: Binding  obligations.  This Agreement together
with the Prior  Transfer  Agreement  shall  evidence a valid sale,  transfer and
assignment of Receivables having an aggregate  outstanding  Principal Balance up
to but not exceeding the Commitment Amount, enforceable against creditors of and
purchasers  from the Seller;  and shall  constitute  a legal,  valid and binding
obligation of the Seller,  enforceable against the Seller in accordance with its
terms,  except as  enforceability  may be subject  to or limited by  bankruptcy,
insolvency,  reorganization,  moratorium  or other  similar laws  affecting  the
enforcement of creditors, rights in general and by general principles of equity.


                                       44

<PAGE>



                  (f)  No  Violation.   The  consummation  of  the  transactions
contemplated  by, and the  fulfillment  of the terms of, this  Agreement and the
other Facility Documents to which the Seller is a party shall 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  articles  of
incorporation  or bylaws of the Seller,  or conflict  with or violate any of the
terms or provisions of, or constitute  (with or without notice or lapse of time)
a default under, any material indenture,  agreement or other instrument to which
the Seller is a party or by which it shall be bound;  nor,  except as  otherwise
provided in this  Agreement,  result in the creation or  imposition  of any Lien
upon  any  of its  properties  pursuant  to the  terms  of any  such  indenture,
agreement  or  other  instrument;  nor  violate  any law or,  to the best of the
Seller's  knowledge,  any order, rule or regulation  applicable to the Seller of
any court or of any federal or state regulatory body,  administrative  agency or
other governmental  instrumentality  having  jurisdiction over the Seller or its
properties;  which breach,  default,  conflict,  Lien or violation  would have a
material  adverse  effect  on the  condition,  financial  or  otherwise,  or the
earnings, business affairs or business prospects of the Seller.

                  (g) No Proceedings. There are no proceedings or investigations
pending, or to the best knowledge of the Seller,  threatened,  before any court,
regulatory body,  administrative  agency or other Governmental  Authority having
jurisdiction over the Seller or its properties:  (i) asserting the invalidity of
this  Agreement or any other  Facility  Document to which the Seller is a party,
(ii) seeking to prevent the consummation of any of the transactions contemplated
by the Facility  Documents  to which the Seller is a party or (iii)  seeking any
determination   or  ruling  that  might  materially  and  adversely  affect  the
performance  by,  the  Seller  of its  obligations  under,  or the  validity  or
enforceability of, such Facility Agreement.

                  (h)  Government  Approvals.  No  authorization  or approval or
other action by, and no notice to or filing with, any Governmental  Authority is
required for the due execution,  delivery and  performance by the Seller of this
Agreement  and the  other  Facility  Documents  to  which  it is a  party  or in
connection with the transactions  contemplated hereby or thereby, except such as
have been obtained prior to the date of this Agreement and are in full force and
effect.

                  (i) Margin and Other Regulations. No use of any funds acquired
by the Seller under this  Agreement will conflict with or contravene any Federal
Reserve Regulation including, without limitation, Federal Reserve Regulations G,
T, U and X.


                                       45

<PAGE>



                  (j) Taxes.  The Seller has filed all tax  returns  and reports
required of it and has paid all Taxes which are due and payable and has provided
adequate  reserves for payment of any Tax whose  payment is being  contested and
there  are no  material  questions  or  disputes  between  the  Seller  and  any
Governmental Authority with respect to any Taxes.

                  (k)      Investment Company Act.  The Seller is not
required to be registered as an "investment company" under in the
Investment Company Act.

                  (l) Capital Stock.  All of the issued and outstanding  capital
stock of the Seller has been duly  authorized,  validly issued and is fully paid
and  non-assessable,  free  and  clear  of  Liens;  all of such  stock  is owned
beneficially and of record by TRI.

                  (m)  Associations;  WorldMark.  Each Association and WorldMark
shall have been duly organized and shall be validly existing as a corporation in
good  standing  under the laws of the state of its  incorporation;  no practice,
procedure or policy employed by the  Association or WorldMark  violates any law,
regulation or agreement which, if enforced, could be reasonably expected to have
a material  adverse  effect on the  condition,  financial or  otherwise,  or the
earnings,   business  affairs  or  business  prospects  of  the  Association  or
WorldMark,  as the case may be, or constitute  grounds for the revocation of any
license, charter or permit that is material to the conduct of its business.

         Section 7.2 Representations  and Warranties as to the Receivables.  The
Seller  shall  make  the  following  representations  and  warranties  as to the
Receivables on which the Agent shall rely in accepting the Receivables on behalf
of itself and the other Purchasers and on which the Agent and the Purchasers may
rely  in  making   Purchases.   Except  as  otherwise   provided  herein,   such
representations  and warranties  shall speak as of the Transfer Date relating to
each such  Receivable,  and on each date on which a Purchase is made pursuant to
this  Agreement,  but in each case shall  survive the  repayment  in full of all
Purchases and Obligations And the termination of this Agreement.

                  (a)  Origination;  General Terms and Form. Each Receivable (i)
shall be an Eligible  Receivable,  (ii) shall have been originated in the United
States by an Originator in the ordinary course of its business and in accordance
with its customary underwriting and origination criteria,  shall have been fully
and properly executed by the parties thereto and shall have been acquired by the
Seller from such Originator  pursuant to the related Purchase  Agreement;  (iii)
shall be assignable,  and shall be so assigned,  by the Seller to the Agent (for
the benefit of

                                       46

<PAGE>



the  Purchasers);  (iv) shall,  except as otherwise  provided in this Agreement,
provide for level  payments of Monthly P&I (provided that (A) the payment in the
first or last month in the life of such  Receivable  may be minimally  different
from the level payment) that fully amortizes its Original  Principal  Balance by
maturity  and  provides  for a fixed  finance  charge or yields a fixed  rate of
interest at its  Receivable  Interest  Rate; (v) shall provide for, in the event
that such  Receivable  is prepaid,  a prepayment  that fully pays such  Original
Principal  Balance and includes accrued but unpaid interest at least through the
date of  prepayment  in an amount  calculated by using an interest rate at least
equal to its Receivable  Interest Rate;  (vi) shall have had a down payment made
by the  related  obligor  in an  amount at least  equal to 10% of such  Original
Principal  Balance;  (vii)  shall be payable in  Dollars;  (viii)  shall have an
original  scheduled  term of seven years or less if a Right to Use Receivable or
ten years or less if a Mortgage Loan  Receivable;  (ix) if such  Receivable is a
Right to Use Receivable,  it shall be substantially in one of the forms attached
hereto as Exhibit C; and (x) if such  Receivable is a Mortgage Loan  Receivable,
each of the related  Mortgage and Mortgage Note shall be substantially in one of
the forms attached as Exhibit D to the Prior Transfer Agreement.

                  (b) Compliance with Consumer  Protection Laws. Each Receivable
shall have complied at the time it was originated,  and shall comply at the time
of making of such representation and warranty, in all material respects with all
requirements  of  applicable  federal,  state and local  laws,  and  regulations
thereunder, including usury and consumer protection laws.

                  (c) One Original;  Enforceability.  There is only one original
of each Receivable (and, if such Receivable is a Mortgage Loan  Receivable,  one
original of the related Mortgage Note and Mortgage) and such Receivable (and, if
such Receivable is a Mortgage Loan Receivable,  the related Mortgage Note) shall
constitute  the legal,  valid and binding  payment  obligation in writing of the
related Obligor, enforceable by the holder thereof in accordance with its terms,
except as enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights in general and by general principles of equity.

                  (d)  United  States  Obligors;  No  Bankrupt  or  Governmental
Obligors.  To the best  knowledge  of the  Seller,  the  Obligor is a citizen or
resident  of, and making  payments  from,  the "United  States" (as such term is
defined in Section  7701(a)(9)  of the Code) and the  Receivable is not due from
(i) an Obligor who is  currently  the subject of a bankruptcy  proceeding  or is
bankrupt or insolvent or (ii) the United States,  any state thereof or any local
government  or   municipality   therein  or  from  any  agency,   department  or
instrumentality of the United States,

                                       47

<PAGE>



any state thereof or any local government or municipality therein.

          (e) Employee  Obligors.  Based on the Outstanding  Principal  Balance,
less than 10% of the Receivables  comprising the Receivables  Pool have Obligors
who are employees of either  Originator,  the Seller or any of their  respective
affiliates.

          (f) Modifications. The Receivable has not been satisfied, subordinated
or rescinded  and no provision  thereof has been waived in such a manner that it
fails to meet all of the other  representations  and warranties  with respect to
such  Receivable,  and each such amendment or waiver has been reduced to writing
and has been included in the related Receivable File.

          (g) No Setoffs,  Breaches or Unmatured  Termination  Events.  No facts
shall be known to the Seller  which would give rise to any right of  rescission,
setoff,  counterclaim  or  defense,  nor shall the same  have been  asserted  or
threatened,  with respect to the Receivable;  no default,  breach,  violation or
event  permitting  acceleration  under the terms of such  Receivable  shall have
occurred as of the related  Cutoff Date or Transfer Date, as the case may be; no
continuing  condition  that with notice or the lapse of time would  constitute a
default  or  event  of  default  or  breach,   violation  or  event   permitting
acceleration  under the terms of such  Receivable  shall  have  arisen;  and the
Seller shall not have waived any of the foregoing.

          (h) Title to and  Security  Interest in  Receivables.  No provision of
such Receivable shall have been waived,  except as provided in clause (f) above;
immediately prior to the transfer and assignment of such Receivable,  the Seller
had good and marketable  title to such Receivable free and clear of Liens (other
than Permitted Encumbrances on the related Mortgaged Property if such Receivable
is a Mortgage Loan Receivable and Liens of WorldMark in the case of Right to Use
Receivables) or rights of others;  immediately  upon the transfer and assignment
thereof,  the  Agent  for the  benefit  of the  Purchasers  shall  have good and
marketable  title to such  Receivable,  free and clear of all Liens  (other than
Permitted Encumbrances on the related Mortgaged Property if such Receivable is a
Mortgage  Loan  Receivable  and Liens of  WorldMark  in the case of Right to Use
Receivables)  and rights of others;  all filings and  recordings  (including UCC
filings)  necessary  in any  jurisdiction  to give  the  Agent a first  priority
perfected  security  interest in the  Receivable  (and, if such  Receivable is a
Mortgage Loan  Receivable,  in the related  Mortgage Note) shall have been made;
and the Agent's security interest in such Receivable (and, if such Receivable is
a Mortgage Loan  Receivable,  in the related Mortgage Note) is and will be prior
to any  Lien  (including,  without  limitation,  any  Lien  of  any  homeowners,
association or

                                       48

<PAGE>



condominium  association)  on, or other  interests  relating to, such Receivable
(and, if such Receivable is a Mortgage Loan Receivable,  in the related Mortgage
Note)  except  for (i) such  Liens  and  claims  which  have been  satisfied  or
otherwise  released  in full as of the  related  Transfer  Date,  (ii) Liens for
municipal  or other  local  taxes if such taxes shall not at the time be due and
payable or if the Seller  shall  currently  be  contesting  the validity of such
taxes in good faith by appropriate  proceedings,  (iii) if such  Receivable is a
Mortgage  Loan  Receivable,  Permitted  Encumbrances  on the  related  Mortgaged
Property  and (iv) if such  Receivable  is a Right to Use  Receivable,  Liens of
WorldMark.

          (i)  No  Adverse  Selection.   In  connection  with  the  transactions
contemplated by this Agreement and the Purchase Agreements, the Receivable meets
the criteria set forth in this  Section  (and if such  Receivable  is a Mortgage
Loan  Receivable,  the  criteria  set  forth in  Section  7.3) and no  selection
procedures adverse to the interests of the Agent and the Purchasers were used in
connection with such selection.

          (j) Schedule of Receivables.  The information set forth in the related
Schedule  of  Receivables  with  respect  to such  Receivable  shall be true and
correct in all material respects.

          Section  7.3  Additional  Representations  and  Warranties  as to  the
Mortgage Loan Receivables.  In addition to the representations and warranties in
Section 7.2, the Seller shall make the following  representations and warranties
on which the Agent shall rely in  accepting  the  Receivables  that are Mortgage
Loan  Receivables  on behalf of itself and the Purchasers and on which the Agent
and the  Purchasers  may  rely in  making  Purchases.  The  representations  and
warranties  shall  speak as of each  Transfer  Date and on each  date on which a
Purchase is made,  but in each case shall  survive the  repayment in full of all
Purchases and Obligations and the termination of this Agreement.

                  (a)   Characterization  of  Interest.   The  timeshare  estate
mortgaged by the related obligor  constitutes a fee interest in real property at
Eagle Crest;  the related  Mortgage  has been duly filed and  recorded  with all
appropriate Governmental Authorities in all jurisdictions in which such Mortgage
is required to be filed and recorded to create a valid,  binding and enforceable
first Lien on the related Mortgaged  Property and such Mortgage creates a valid,
binding and enforceable first Lien on such Mortgaged  Property;  Eagle Crest, to
the  extent  applicable,  is  in  compliance  with  all  permitted  encumbrances
respecting  the  right  to the  use of  such  Mortgaged  Property;  each  of the
assignment  of such  Mortgage  from the  Seller to the  Agent  and each  related
endorsement of the Mortgage Note  constitutes  an endorsement of the Seller,  of
such Mortgage and Mortgage  Note, all monies due or to become due thereunder and
all

                                       49

<PAGE>



proceeds  thereof;  and the  execution  and  delivery of an  Assignment  of such
Mortgage  from the  Seller  to the  Agent  (and  the  recording  thereof  in the
appropriate  jurisdiction),  and the  endorsement  and delivery of such Mortgage
Note by the Seller, constitute all actions required to be taken by the Seller to
fully perfect the ownership  interest of the Agent in such Mortgage and Mortgage
Note.

                  (b) Title to Mortgaged  Property;  Disbursement  of Receivable
Proceeds.  At the related  Origination Date, the Obligor had good and marketable
fee simple title to the related Mortgaged Property, free and clear of all Liens,
except for  Permitted  Encumbrances,  and the  proceeds  of such  Mortgage  Loan
Receivable have been fully disbursed.

                  (c) The Mortgages  Generally.  The related  Mortgage  contains
customary and enforceable  provisions so as to render the rights and remedies of
the holder thereof  adequate for the practical  realization  against the related
Mortgaged  Property of the  benefits of the  security  interests  intended to be
provided  thereby,  including  by judicial  foreclosure;  there is no  exemption
available to the related  Obligor  which would  interfere  with the  mortgagee's
right to foreclose such Mortgage,  other than that which may be available  under
applicable  bankruptcy,  debt  relief  or  homestead  statutes;  any  applicable
intangibles  taxes and documentary sales taxes have been paid; and such Mortgage
gives the mortgagee the right to receive and direct the application of insurance
and condemnation proceeds received in respect of such Mortgaged Property.

                  (d) The Mortgage Notes Generally. The related Mortgage Note is
not and has not been  secured by any  collateral  except the Lien of the related
Mortgage;  the amount financed by such Mortgage Note did not include any portion
of the related down payment or homeowners'  association payments;  such Mortgage
Note does not by its terms  provide  for the  capitalization  of interest or the
forbearance of interest;  any applicable intangibles taxes and documentary sales
taxes have been paid; and such Mortgage Note evidences a fully  amortizing  debt
obligation  which bears a fixed rate of  interest,  provides  for level  monthly
payments of principal and interest and is payable in Dollars.

                  (e) No  Impairment of Insurance  Coverage.  The Seller has not
taken (or omitted to take), and has no notice that the related Obligor has taken
(or omitted to take),  any action that would impair or  invalidate  the coverage
provided  by any  hazard,  title  or other  insurance  policy  relating  to such
Mortgage Loan Receivable or the related Mortgaged Property.

                  (f)      Assignability of Mortgaged Property.  The related
Mortgaged Property is assignable to and by the mortgagee without

                                       50

<PAGE>



the  consent of the  related  Association  or any other  Person and there are no
other  restrictions  on resale thereof (other than the obligation to notify such
homeowners, association of any such assignment).

                  (g)  Associations.  Eagle Crest manages,  through Country Club
Management, Inc., the related Mortgaged Property and performs services, pursuant
to a management  agreement between Eagle Crest and the related Association which
is in full force and effect and a copy of which has been delivered to the Agent;
and to the best knowledge of the Seller,  all  obligations  under such agreement
have been performed and there is no material default under such agreement.

                  (h)  Insurance;  Damage to  Project.  The Project in which the
related Mortgaged Property is located is insured through the related homeowners,
association  in the  event of fire or other  casualty  for the full  replacement
value thereof,  and in the event that such Mortgaged  Property should suffer any
loss  covered by  casualty or other  insurance,  upon  receipt of any  insurance
proceeds  such  homeowners,  association  is  required,  during  the  time  such
Mortgaged Property is covered by such insurance,  under its applicable governing
instruments  either to repair or rebuild  the  portions  of the Project in which
such Mortgaged  Property is located or to pay such proceeds to the holder of the
related Mortgage secured by a timeshare estate in the portions of the Project in
which such Mortgaged  Property is located;  and such Project is not located in a
designated flood plain.

                  (i) No Amounts Outstanding.  There are no delinquent or unpaid
taxes, ground rents, water charges, sewer rents or assessments  outstanding with
respect to the related Mortgaged  Property,  nor any other material  outstanding
Liens other than Permitted  Encumbrances  affecting such Mortgaged Property that
would materially  affect the interests of the Purchasers in the related Mortgage
Loan Receivable.

                  (j) No  Damage.  To the  best  knowledge  of the  Seller,  the
related Mortgaged  Property and the Project in which such Mortgaged  Property is
located is in good repair and condition,  excepting  ordinary wear and tear, and
there  is  no  proceeding  pending  or  threatened  for  the  total  or  partial
condemnation or taking of such Mortgaged Property or any part of such Project by
eminent domain.

                  (k)      Recreational Facilities.  The portions of the
Project in which the related Mortgaged Property which represents
the recreational facilities are in good repair and condition,
ordinary wear and tear excepted.


                                       51

<PAGE>



                  (l) No Rights of  Partition.  Neither  the  Mortgagor  nor any
other  Person has the right,  by  statute,  contract or  otherwise,  to seek the
partition of the  Mortgaged  Property,  except for failed  timeshare  provisions
under Section 94.775 of the Oregon Revised Statutes.

                  (m)  Compliance  with Laws.  The  Project in which the related
Mortgaged  Property  is located is in  compliance  with any  applicable  zoning,
building or  environmental  law or  regulation  and all  inspections,  licenses,
special use permits and  certificates  required,  whether by law,  regulation or
insurance  standards  to be made or issued with  respect to the Project and with
respect to the use and  occupancy  of the same for the  purpose  for which it is
currently used,  including but not limited to certificates of occupancy and fire
underwriting  certificates,   have  been  made  or  issued  by  the  appropriate
governmental,  quasigovernmental  or other  authorities;  neither the Seller nor
Eagle  Crest  has  received  notice  of any  outstanding  violations  (i) of the
Department of  Environmental  Quality Water Pollution  Control  Facility permit,
(ii) with  respect to the  operation  of the septic  tank system or (iii) of any
material  legal  requirement  with  respect  to the  use and  occupancy  of such
Project;  neither  the  Seller  nor Eagle  Crest has  received  notice  from the
Department of  Environmental  Quality  Central Region office,  Deschutes  County
agencies or any other  Governmental  Authority  of any spills or releases of, or
the presence of, hazardous  substances on the Project and neither the Seller nor
Eagle Crest has knowledge of any such hazardous substances; and such Project has
been completed within the meaning of any applicable state statute.

               (n) Compliance as to Environmental  Matters. The Project in which
the  related   Mortgaged   Property  is  located  is  in  compliance   with  all
environmental  laws,  ordinances,  rules,  regulations and orders of federal and
state governmental authorities relating thereto; and such Project is not now and
has never been used to generate,  manufacture,  refine, transport, treat, store,
handle, dispose, transfer, produce, process or in any manner deal with gasoline,
petroleum products,  explosives,  radioactive  materials,  hazardous  materials,
hazardous wastes,  hazardous or toxic substances,  polychlorinated  biphenyls or
related or similar materials,  asbestos or any material containing asbestos,  or
any other  substance  or  material  as may be  defined as a  hazardous  or toxic
substance by any federal,  state or local environmental law, ordinance,  rule or
regulation  which might reasonably be expected to have a material adverse impact
on such  Project  or  constitute  grounds  for the  revocation  of any  license,
charter,  permit or registration which is material to the continued operation of
such Project.

         Section 7.4  Repurchase Upon Breach: Optional Repurchase.

                                       52

<PAGE>




                  (a) Each of the parties  hereto shall inform the other parties
promptly  in  writing  upon  the   discovery  of  any  breach  of  the  Seller's
representations  and warranties pursuant to Sections 7.2 or 7.3 which materially
and adversely affects any Receivable. Unless the breach shall have been cured in
all material respects by the 60th day following its discovery,  the Seller shall
repurchase  such  Receivable.   Additionally,  in  the  case  of  Mortgage  Loan
Receivables,  if the Seller does not  deliver to the Agent  within 90 days after
the  related  Transfer  Date  either an opinion of counsel  pursuant  to Section
2.5(a)(iv)  or a recorded  Assignment  of the related  mortgage with evidence of
recording thereon to or upon the order of the Agent, the Seller shall repurchase
the related Mortgage Loan Receivable. if necessary, the Seller shall enforce the
obligation of the related  Originator  under the related  Purchase  Agreement to
repurchase any such Receivable required to be repurchased as described above. In
consideration of the purchase of any such Receivable,  the Seller shall remit an
amount equal to the Purchase Amount to the Master  Servicer.  The sole remedy of
the Agent,  acting on behalf of the Purchasers,  with respect to a breach of the
foregoing  representations and warranties which materially and adversely affects
any Receivable shall be to require the Seller to repurchase Receivables pursuant
to this Section and to enforce the related Originator's obligation to the Seller
to repurchase such Receivable pursuant to the related Purchase Agreement.

                  (b)  In  connection  with  any  transfer  of  ownership  of  a
Mortgaged  Property  by the  related  obligor,  the  Seller  may,  if the Master
Servicer is required to enforce a  due-on-sale  clause  contained in the related
Mortgage  Note,  in  its  discretion,   repurchase  the  related  Mortgage  Loan
Receivable  in order to  avoid  the  required  enforcement  of such  due-on-sale
clause.  In  consideration of the purchase of any such Mortgage Loan Receivable,
the  Seller  shall  remit an amount  equal to the  Purchase  Price to the Master
Servicer.

                  (c) Upon the payment by the Seller of the  Purchase  Price for
any Receivable repurchased pursuant to Section 7.4(a) or 7.4(b), the Agent shall
deliver  to the  Seller  such  instruments  as may be  necessary  to assign  and
transfer,  without  recourse or warranty of any kind,  such  Receivable  and the
Related Security and Receivable Documents.

         Section 7.5  Representations and Warranties as a Whole. This Agreement,
the other Facility Documents and all other instruments,  documents, certificates
and  statements  furnished to the Agent or any Purchaser by the Seller or on the
Seller's  behalf  pursuant to the Facility  Documents,  taken as a whole, do not
contain any untrue  statement  of a material  fact or omit to state any material
fact necessary in order to make the statements  contained  herein or therein not
misleading.

                                       53

<PAGE>




                                    ARTICLE 8

                              AFFIRMATIVE COVENANTS

         Section 8.1 Affirmative  Covenants of the Seller.  From the date hereof
until the first day following the Commitment  Termination  Date on which (i) the
Aggregate  Undivided  Interest shall be reduced to zero and (ii) all Obligations
shall have been  finally  paid and  performed,  the  Seller  shall do all of the
following   unless  the  Agent  (acting  upon  the  direction  of  the  Required
Purchasers) shall otherwise consent in writing:

                  (a) The Seller shall comply with all applicable  laws,  rules,
regulations and orders that are material to it, including but not limited to all
applicable  laws,  rules,  regulations  and orders with  respect to the Assigned
Collateral and will take all actions necessary to ensure that all Taxes, pension
obligations and other governmental claims in respect of its operations, business
and assets are promptly paid when due.

                  (b) The Seller  shall  preserve  and  maintain  its  corporate
existence, rights, franchises and privileges in the State of Nevada, and qualify
and remain  qualified in good  standing as a foreign  corporation  in each State
where such  qualification  is necessary or advisable in view of its  operations,
business and assets.

                  (c) From time to time during  regular  business  hours,  after
receipt of at least  three  days,  prior  notice  from the Agent or the  related
Purchaser, the Seller shall permit the Agent, any Purchaser and their respective
agents and  representatives (i) to examine and make copies of and abstracts from
all books, records and documents (including, without limitation,  computer tapes
and  disks) in the  possession  or under the  control  of the Seller and (ii) to
visit the offices and properties of the Seller for the purpose of examining such
materials and to discuss matters  relating to the  Receivables,  its performance
under  any  Facility  Document  to which the  Seller is a party or its  affairs,
finances  and  accounts  generally  with  any  of  its  officers,  directors  or
employees.

                  (d) The Seller  shall  maintain  and  implement or cause to be
maintained and implemented  administrative and operating procedures  (including,
without  limitation,  an ability to recreate records  evidencing the Receivables
and the  Receivable  Documents in the event of the  destruction of the originals
thereof),  and keep and  maintain  or  cause to be kept and  maintained  (i) all
documents,   books,  records  and  other  information  reasonably  necessary  or
advisable for the collection of the Receivables (including,  without limitation,
records adequate to permit the daily  identification  of each new receivable and
all Collections

                                       54

<PAGE>



of and adjustments to each existing  Receivable)  and (ii) adequate  records and
books of account  in which  complete  entries  will be made in  accordance  with
generally accepted accounting principles,  consistently applied,  reflecting all
financial  transactions  of the Seller  (except that  transfers  of  Receivables
regardless of the date of transfer may be accounted  for in accordance  with the
rules in effect prior to January 1, 1997).

                  (e) The Seller shall (i) keep its principal  place of business
and its chief  executive  office at the address set forth in Section 15.5 unless
it shall have provided 60 days' prior written notice of any intended move to the
Agent,  (ii) maintain a fiscal year ending on December 31 and shall not make any
significant  change-in  accounting  policies or reporting  practices  other than
changes  required by  generally  accepted  accounting  principles  or  otherwise
required by law and (iii)  comply in all material  respects  with the Credit and
Collection  Policy in  connection  with  each  Receivable,  and each  Receivable
Document related thereto.

                  (f) The Seller will deliver to the Agent as soon as reasonably
possible and in any event within 60 days after the close of each fiscal  quarter
(90  days-after  the close of the fourth  quarter),  its  in-house  prepared (A)
balance sheet as at the end of such fiscal quarter  setting forth in comparative
form the  corresponding  figures as at the end of the preceding  fiscal quarter,
and (B) statement of income for such fiscal quarter setting forth in comparative
form  the   corresponding   figures  for  the  previous  fiscal  quarter,   with
transactions  and account  balances  accounted for in conformity  with generally
accepted  accounting  principles  applied on a basis consistent with that of the
preceding quarter (except that transfers of Receivables,  regardless of the date
of transfer,  may be accounted for in accordance  with the rules in effect prior
to January 1, 1997) or containing disclosure of the effect on financial position
or  results  of  operations  of any  change  in the  application  of  accounting
principles during the quarter, together with an Officer's Certificate certifying
as to such  financial  statements  and that the signer  thereof has  obtained no
knowledge of any Unmatured Termination Event or Termination Event.

                  (g) Promptly  after learning  thereof,  the Seller will notify
the Agent of (i) the details of any action,  proceeding,  investigation or claim
against or  affecting  the Seller  instituted  before any court,  arbitrator  or
Governmental   Authority  or,  to  the  Seller's  knowledge   threatened  to  be
instituted,  which,  if determined  adversely would be likely to have a material
adverse  effect on (A) the  performance  by the Seller,  TRI, Eagle Crest or the
Master Servicer of their respective  obligations  under any Facility Document to
which it is a party or by which it is bound, (B) the validity or  enforceability
of any Facility Document,

                                       55

<PAGE>



(C) the validity or enforceability of any Receivable (or any Receivable Document
related  thereto),  (D) the Purchasers,  first priority security interest in the
Assigned  Collateral  or (E)  the  condition,  financial  or  otherwise,  or the
earnings,  business  affairs or business  prospects  of the Seller,  TRI,  Eagle
Crest, WorldMark or the Master Servicer and (ii) the occurrence of any Unmatured
Termination Event or Termination Event.

                  (h) From time to time,  the Seller  will (i) pay or  reimburse
the Agent for all reasonable  expenses,  including  legal fees,  incurred by the
Agent in  connection  with  the  preparation  of this  Agreement  and the  other
Facility  Documents,  the  making of any  Purchase,  and the  perfection  of the
Purchasers,  interests  in the  Assigned  Collateral;  (ii) obtain and  promptly
furnish  to the  Agent  evidence  of all  such  government  approvals  as may be
required to enable the Seller to comply with its obligations  under the Facility
Documents to which it is party;  (iii) execute and deliver all such  instruments
(such as UCC continuation  statements) and perform all such other acts as may be
necessary  to maintain the  Purchasers,  interests  continuously  perfected as a
first priority interest in the Assigned Collateral; (iv) execute and deliver all
such  other  instruments  and  perform  all such  other acts as the Agent or any
Purchaser may reasonably  request to carry out the transactions  contemplated by
this Agreement and the other Facility Documents;  and (v) comply in all material
respects with the Seller's obligations under the Facility Documents to which the
Seller is a party or by which it is bound and not take any  action  which  would
permit or cause the Seller,  the Master  Servicer or any Subservicer to have the
right to  refuse  to  perform  any of their  respective  obligations  under  any
Facility Documents.

                  (i)  The  purpose  of  the  Seller  shall  be  limited  to the
following  purposes,  and activities  incident to and necessary or convenient to
accomplish the following  purposes or to fulfill the Seller's  obligations under
contracts  in  effect  on the  Closing  Date:  to  acquire  from  time  to  time
Receivables  and other Assigned  Collateral from TRI and Eagle Crest pursuant to
the Purchase Agreements,  and to sell, dispose,  pledge,  transfer and assign to
the Agent and the Purchasers  pursuant to this Agreement  such  Receivables  and
Assigned Collateral, together with Mortgage Loan Receivables previously acquired
by the Seller from Eagle Crest  Partners,  Ltd. and transferred to the Agent and
the Purchasers pursuant to the Prior Transfer Agreement.

                  (j) The Seller will  deliver to the Agent copies of the annual
financial  statements of each  Association and WorldMark within 120 days of each
fiscal year end.

                  (k)      The Seller will within ten Business Days following
an Interest Rate Protection Date obtain Interest Rate Protection.

                                       56

<PAGE>




         Section 8.2  Affirmative  Covenants of TRI.  From the date hereof until
the  first  day  following  the  Commitment  Termination  Date on which  (i) the
Aggregate  Undivided  Interest shall be reduced to zero and (ii) all obligations
shall have been fully paid and  performed,  TRI shall,  unless the Agent (acting
upon the direction of the Required  Purchasers)  otherwise  consents in writing,
(i) notify the Agent if TRI or any of its  Subsidiaries  allows their respective
obligations under ERISA to become delinquent;  (ii) deliver to the Agent as soon
as  reasonably  possible and in any event within 60 days after the close of each
fiscal  quarter (or within 90 days after the close of the fourth  quarter),  its
in-house prepared (A) balance sheet as at the end of such fiscal quarter setting
forth  in  comparative  form  the  corresponding  figures  as at the  end of the
preceding  fiscal  quarter,  and (B) statement of income for such fiscal quarter
setting forth in  comparative  form the  corresponding  figures for the previous
fiscal  quarter,  with  transactions  and  account  balances  accounted  for  in
conformity  with generally  accepted  accounting  principles  applied on a basis
consistent  with that of the preceding  quarter or containing  disclosure of the
effect on  financial  position  or  results of  operations  of any change in the
application  of  accounting  principles  during the  quarter,  together  with an
Officer's  Certificate  certifying as to such financial  statements and that the
signer thereof has obtained no knowledge of any Unmatured  Termination  Event or
Termination Event; and (iii) deliver to the Agent as soon as reasonably possible
and in any event  within 120 days after the close of each fiscal  year,  its (A)
balance  sheet as at the end of such fiscal year  setting  forth in  comparative
form the corresponding  figures at the end of the preceding fiscal year, and (B)
statements of income,  retained  earnings and changes in financial  position for
such fiscal year setting forth in comparative form the corresponding figures for
the  previous  fiscal  year,  prepared in  conformity  with  generally  accepted
accounting  principles  applied on a basis consistent with that of the preceding
year or containing  disclosure of the effect on financial position or results of
operations of any change in the application of accounting  principles during the
year which consolidated balance sheet and income statements shall be accompanied
by an  unqualified  report and  opinion of  independent  public  accountants  of
recognized  standing approved by the Agent, which report and opinion shall be in
accordance with generally  accepted auditing standards relating to reporting or,
if qualified,  the opinion shall not be qualified due to any limitation in scope
of the  examination  or  due  to  any  departure  from  any  generally  accepted
accounting  principles,  and  shall  be  accompanied  by  a  statement  of  such
accountants  that, in making the audit necessary for the  certification  of such
financial  statements  and  such  report,  such  accountants  have  obtained  no
knowledge of any Unmatured  Termination  Event or Termination Event or under any
other evidence of  indebtedness  or, if in the opinion of such  accountants  any
such Unmatured Termination Event or

                                       57

<PAGE>



Termination  Event  shall  have  occurred  and be  continuing,  shall  include a
statement as to the nature and status thereof.

                                    ARTICLE 9

                               NEGATIVE COVENANTS

         Section 9.1  Negative  Covenants  of the  Seller.  From the date hereof
until the first day following the Commitment  Termination  Date on which (i) the
Aggregate  Undivided  Interest shall be reduced to zero and (ii) all Obligations
shall have been finally paid and  performed,  unless the Agent  (acting upon the
direction of the Required Purchasers) shall otherwise consent in writing:

                  (a) The Seller shall not, except as otherwise provided herein,
(i) sell,  transfer,  assign (by  operation  of law or  otherwise)  or otherwise
dispose  of, or create or suffer to exist any Lien upon or with  respect  to any
Assigned  Collateral  (other  than  Permitted   Encumbrances  on  the  Mortgaged
Properties  in the case of Mortgage Loan  Receivables  and Liens of WorldMark in
the  case of  Right to Use  Receivables)  or any  other  property  now  owned or
hereafter  acquired by the Seller  (other than Liens arising by operation of law
or  arising in  connection  with court  proceedings),  (ii)  assign any right to
receive any income or proceeds in respect thereof or (iii) create, incur, assume
or cause to exist any indebtedness,  whether current or funded, or any liability
other  than (A)  liabilities  payable to the  Purchasers,  (B)  liabilities  for
services supplied or furnished to the Seller including,  but not limited to, the
reasonable fees of accountants, attorneys or other professionals required by the
Seller for the normal operation of its business,  and (C) liabilities payable to
TRI in respect of items  described  in clause (B) above,  payments in respect of
which shall be subordinated to amounts owed by the Seller under this Agreement.

                  (b) The Seller  shall not (i) issue any  additional  shares of
its capital stock to any Person other than TRI,  (ii) permit the transfer,  sale
or pledge of any  shares  of its  outstanding  capital  stock,  (iii)  amend its
articles of incorporation or bylaws or (iv) have any Subsidiaries.

                  (c)  Notwithstanding the provisions of Section 9.1(b), so long
as no  Unmatured  Termination  Event or  Termination  Event has  occurred and is
continuing,  the Seller can (i) pay dividends on its outstanding shares of Class
A common  stock so long as the  amount of such  dividends,  within  any 12 month
period,  do not  exceed  12% per  annum or  $480,000,  and (ii)  make  permitted
payments in respect of liabilities permitted under Section 9.1(a).


                                       58

<PAGE>



                  (d)  The  Seller  shall  not (i)  engage  in any  business  or
activity other than those  permitted by Section  8.1(i),  (ii) make any material
change in the character of its business,  enter into a new business,  enter into
any material  agreement other than as contemplated by the Facility  Documents or
(iii) merge or consolidate with any other corporation, company or entity or sell
all or substantially  all of its assets or acquire all or  substantially  all of
the  assets  or  capital  stock  or  other  ownership   interest  of  any  other
corporation, company or entity.

                  (e) The  Seller  shall  not,  except as  described  in Section
9.1(c)(ii)  and (c)(iii),  (i) make loans to any Person,  (ii) advance credit or
enter into any agreement whereby the Seller is contingently liable for the debts
of another,  (iii)  guarantee  the  indebtedness  of other  parties or (iv) make
capital expenditures.

                  (f) The Seller  shall not,  without  the prior  consent of the
Independent  Director  and the  affirmative  vote of all members of the board of
directors, (i) institute proceedings to be adjudicated bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency  proceedings  against it,
or file a petition  or consent to a petition  seeking  reorganization  or relief
under any applicable  federal or state law relating to bankruptcy or insolvency,
or consent to the  appointment  of a receiver,  liquidator,  assignee,  trustee,
sequestrator (or other similar official) of the Seller, or a substantial part of
its property, or make any assignment for the benefit of creditors, or, except as
required by law,  admit in writing its  inability to pay its debts  generally as
they become due, or take any corporate action in furtherance of any such action;
(ii) dissolve or liquidate, in whole or in part; (iii) merge or consolidate with
or into any other entity,  or convey or transfer all or substantially all of its
properties and assets to any other entity;  (iv) incur,  assume or guarantee any
indebtedness  for borrowed money or for the deferred  purchase price of goods or
services other than those  contemplated by this Agreement;  or (v) engage in any
other action that bears upon whether the separate identity of the Seller and its
parent will be respected,  or the assets of the Seller will be consolidated with
those of its parent under  applicable  federal or state bankruptcy or insolvency
law.

         Section 9.2 Negative  Covenants of TRI.  From the date hereof until the
first day following the Commitment  Termination  Date on which (i) the Aggregate
Undivided  Interest shall be reduced to zero and (ii) all Obligations shall have
been finally paid and performed,  unless the Agent (acting upon direction of the
Required Purchasers) shall otherwise consent in writing:


                                       59

<PAGE>



               (a) TRI shall not,  except as otherwise  provided  herein,  sell,
assign (by operation of law or otherwise) or otherwise  dispose of, or create or
suffer to exist any Lien upon or with respect to any of the capital stock of the
Seller.

               (b) TRI shall not allow its payment or funding  obligations under
ERISA to become delinquent.

               (c) TRI shall not make any  material  change in the  character or
conduct of its  business as it is conducted as of the Closing Date or enter into
any new businesses.

                                   ARTICLE 10

                    SERVICING, ADMINISTRATION AND COLLECTIONS

         Section 10.1  Designation of Master Servicer.

                  (a)  The  servicing,   administering  and  collection  of  the
Receivables  shall be conducted by the Master  Servicer  designated from time to
time in accordance with this Section. Until the Agent (acting upon the direction
of the Required  Purchasers) gives notice (the "Successor Notice") to the Seller
and the Master  Servicer of the  designation  of a new Master  Servicer,  TRI is
hereby  designated  as, and hereby agrees to perform the duties and  obligations
of, Master Servicer in accordance  with the terms of this  Agreement.  The Agent
and the Purchasers  agree not to provide the Seller and the Master Servicer with
a Successor  Notice  unless (i) a  Termination  Event shall have occurred and be
continuing or (ii) the Seller or the Master Servicer,  as the case may be, shall
fail to perform or observe any term, covenant or agreement contained in Sections
8.1,  8.2, 9.1 or 9.2 or this Article and such failure  shall remain  unremedied
for five Business Days after written notice thereof shall have been given to the
Seller and the Master Servicer by the Agent.

                  (b) Upon receipt of a Successor  Notice or upon resignation of
the Master Servicer  pursuant to Section 10.1(c),  the Master Servicer will take
such  actions  as  are  necessary  to  best  facilitate  the  transition  of the
performance of the Master  Servicer's  activities to the new Master Servicer and
the Seller and Master  Servicer  shall use their best  efforts to assist the new
Master  Servicer  to  assume  and  perform  the  duties of the  Master  Servicer
hereunder. Without limiting the foregoing, the Master Servicer agrees that:

                           (i)      the Agent may direct some or all of the
Obligors to make payment of all amounts payable under any  Receivables  directly
to the Agent, to the new Master Servicer or through the Lock Box Network;


                                       60

<PAGE>



                           (ii)     the Master Servicer shall, at the Agent's
request and at the Master  Servicer's  expense,  give notice of the  Purchasers'
ownership of the  Receivables  to each obligor and direct that  payments be made
directly  to the Agent,  to the new  Master  Servicer  or  through  the Lock Box
Network;

                           (iii)  the Master Servicer shall, at the Agent's
request,  (A)  assemble  all of the  documents,  instruments  and other  records
(including,  without  limitation,  computer  programs,  tapes and  disks) in its
possession which evidence the Receivables,  the related Receivable Documents and
the Related Security,  or which are otherwise  necessary or desirable to collect
such  Receivables,  and shall  make the same  available  to the Agent or the new
Master servicer at a place selected by the Agent, (B) segregate all cash, checks
and other instruments received by it from time to time constituting  Collections
in a manner acceptable to the Agent and shall, promptly upon receipt,  remit all
such  cash,  checks  and  instruments,  duly  indorsed  or  with  duly  executed
instruments of transfer, to the Agent, the new Master Servicer or the Collection
Account,  as the case may be, and (C) permit the successor  Master  Servicer and
its agents,  employees and  assignees  access to its  facilities  and its books,
records,  documents and instruments  (including,  without  limitation,  computer
programs, tapes and disks) related to the Receivables; and

                           (iv)     the Agent or any new Master Servicer is
authorized  to take any and all steps in the Seller's  name and on behalf of the
Seller  necessary or  desirable,  in the Agent's  determination,  to collect all
amounts due under the Receivables  (including,  in the case of the Mortgage Loan
Receivables,  amounts due under the related Mortgage Notes), including,  without
limitation,  endorsing  the  Seller's  name  on  checks  and  other  instruments
representing   Collections  and  enforcing  such  Receivables  and  the  related
Receivable Documents.

                  (c) The Master Servicer's  authorization to act as servicer of
the Receivables  under this Agreement shall terminate on the first day following
the Commitment  Termination Date on which (i) the Aggregate  Undivided  Interest
shall be reduced to zero and (ii) all obligations shall have been fully paid and
performed.

                  (d) TRI  acknowledges  that the Agent and the Purchasers  have
relied on TRI's  agreement to act as the initial  Master  Servicer  hereunder in
their respective  decisions to execute and deliver the Facility  Documents.  TRI
agrees  not to resign as Master  Servicer  and that until any  Successor  Notice
shall have been delivered to TRI, it shall continue to perform all of the duties
of the  Master  Servicer  hereunder  unless it shall  have  determined  that the
performance of such duties shall no longer be permitted by applicable law.

                                       61

<PAGE>




         Section 10.2  Duties of the Master Servicer:  Subservicers.

                  (a) The Master  Servicer,  acting alone and/or  through one or
more Subservicers as provided in this Section, shall, as agent for the Agent and
the  Purchasers,  manage,  service,  administer  and make  collections  on or in
respect of the Receivables. The Master Servicer agrees that its servicing of the
Receivables  shall  be  carried  out in  accordance  with  customary  and  usual
procedures of institutions  which service  unsecured  timeshare  receivables and
timeshare receivables secured by mortgages and, to the extent more exacting, the
procedures  used by the Master  Servicer in respect of the  foregoing  timeshare
receivables  serviced  by it for its  own  account.  The  duties  of the  Master
Servicer  shall include  collection  and posting of all payments,  responding to
inquiries of obligors on the Receivables,  investigating delinquencies,  sending
payment coupons to Obligors,  reporting tax information to obligors,  accounting
for  collections  and  furnishing  monthly  statements  to  the  Agent  and  the
Purchasers substantially in the form of Exhibit E hereto, which statements shall
be  delivered  no later than the  Settlement  Date in each month.  Each  monthly
statement shall be accompanied by a current  certificate  from each  Subservicer
(and from the Master  Servicer  with  respect to any portion of the  Receivables
Pool  serviced by the Master  Servicer  itself)  stating that to the best of the
knowledge and  information of such  Subservicer (or of the Master  Servicer,  if
applicable) after examination of relevant books and records,  the Seller has not
sold  except to the Agent,  or granted a security  interest  in, any  Receivable
comprised in that portion of the Receivables  Pool serviced by such  Subservicer
(or by the Master  Servicer,  if  applicable).  The Master  Servicer shall have,
subject to the terms of this Agreement,  full power and authority,  acting alone
and  subject  only  to  the  specific  requirements  and  prohibitions  of  this
Agreement, to do any and all things in connection with such managing, servicing,
administration  and collection that it may deem necessary or desirable.  Without
limiting the generality of the foregoing, but subject to the other provisions of
this  Agreement,  the Master  Servicer is authorized and empowered by the Agent,
acting on behalf of the Purchasers, to execute and deliver, on behalf of itself,
the  Agent,  the  Purchasers  or  any  of  them,  any  and  all  instruments  of
satisfaction or  cancellation,  or of partial or full release or discharge,  and
all comparable instruments,  with respect to the Receivables and, in the case of
Mortgage Loan  Receivables,  the related Mortgaged  Properties.  The Agent shall
furnish  the Master  Servicer  with all powers of  attorney  or other  documents
necessary  or  appropriate  to  enable  the  Master  Servicer  to carry  out its
servicing and administrative duties hereunder.

                  (b)      The Master Servicer may enter into Subservicing
Agreements with one or more Subservicers approved by the Agent
for the servicing and administration of certain of the

                                       62

<PAGE>



Receivables.   The  Master  Servicer  shall  notify  the  Agent  promptly  if  a
Subservicer  is hired.  References  in this  Agreement to actions taken or to be
taken by the Master Servicer in servicing the Receivables  include actions taken
or to be taken by a Subservicer on behalf of the Master  Servicer and the Agent.
Each  Subservicing  Agreement  will be upon such terms and conditions as are not
inconsistent  with this Agreement and as the Master Servicer and the Subservicer
have  agreed.  With  the  approval  of the  Master  Servicer  and the  Agent,  a
Subservicer may delegate its servicing obligations to third-party servicers, but
such Subservicer will remain obligated under the related Subservicing Agreement.
The Master  Servicer  and a  Subservicer  may enter into  amendments  thereto or
different forms of Subservicing  Agreements;  provided,  however,  that any such
amendments  or  different  forms  shall be  consistent  with and not violate the
provisions of this  Agreement or materially  adversely  affect the rights of the
Agent or the Purchasers.

         The Master  Servicer  shall be entitled to terminate  any  Subservicing
Agreement  that may exist in  accordance  with the terms and  conditions of such
Subservicing  Agreement and without any limitation by virtue of this  Agreement;
provided,  however,  that  in the  event  of  termination  of  any  Subservicing
Agreement by the Master Servicer or the related Subservicer, the Master Servicer
shall either act directly as servicer of the related Receivables or enter into a
Subservicing  Agreement with a successor Subservicer approved by the Agent which
will be bound by the terms of the related Subservicing Agreement.

         Notwithstanding  any Subservicing  Agreement,  any of the provisions of
the Agreement relating to agreements or arrangements between the Master Servicer
or a  Subservicer  or  reference  to  actions  taken  through  such  Persons  or
otherwise,  the Master  Servicer shall remain  obligated and liable to the Agent
and the Purchasers  for the servicing and  administering  of the  Receivables in
accordance  with the  provisions of this  Agreement  without  diminution of such
obligation or liability by virtue of such Subservicing Agreement or arrangements
or by virtue of  indemnification  from a Subservicer  and to the same extent and
under  the same  terms and  conditions  as if the  Master  Servicer  alone  were
servicing  and  administering  the  Receivables.  The Master  Servicer  shall be
entitled to enter into any agreement with a Subservicer for  indemnification  of
the Master  Servicer and nothing  contained in this Agreement shall be deemed to
limit or modify such indemnification.

         Any  Subservicing  Agreement  that may be  entered  into and any  other
transactions or servicing  arrangements  relating to the Receivables involving a
Subservicer or an affiliate of the Master Servicer in its capacity as such shall
be deemed  to be  between  the  Subservicer  or other  affiliate  of the  Master
Servicer, as the

                                       63

<PAGE>



case may be, and the Master  Servicer  alone,  and the Agent and the  Purchasers
shall  not  be  deemed  parties  thereto  and  shall  have  no  claims,  rights,
obligations, duties or liabilities with respect to the Subservicer except as set
forth in the immediately  succeeding paragraph;  provided that the Agent and the
Purchasers may rely upon all  representations  and warranties of the Subservicer
contained therein.

         In the  event the  Master  Servicer  shall for any  reason no longer be
servicing any of the Receivables (including,  but not limited to, by reason of a
Termination Event), the Agent or its designee may, at the sole discretion of the
Agent,  thereupon  assume  all of the  rights  and  obligations  of such  Master
Servicer  under each  Subservicing  Agreement  selected by the Agent in its sole
discretion. In such event, the Agent, its designee or the successor servicer for
the Agent shall be deemed to have assumed all of the Master Servicer's  interest
therein  and to have  replaced  the  Master  Servicer  as a party  to each  such
Subservicing  Agreement to the same extent as if such Subservicing Agreement had
been assigned to the assuming  party except that the Master  Servicer  shall not
thereby be relieved  of any  liability  or  obligations  under the  Subservicing
Agreement.  The  Master  Servicer  shall,  upon  request of the Agent but at the
expense of the Master Servicer,  deliver to the assuming party all documents and
records  relating to each such  Subservicing  Agreement and the Receivables then
being  serviced  and an  accounting  of  amounts  collected  and  held by it and
otherwise use its best efforts to effect the orderly and  efficient  transfer of
the Subservicing Agreement to the assuming party.

         The  Master  Servicer  shall  retain  all  data   (including,   without
limitation,   computerized  records)  relating  directly  to  or  maintained  in
connection  with the servicing of the  Receivables  at the address of the Master
Servicer set forth in Section 15.5, at one of the addresses listed on Schedule 5
hereto,  at the office of any Subservicer or, upon 15 days' notice to the Agent,
at such other  place  where the  servicing  offices of the Master  Servicer  are
located,  and shall give the Agent access to all data at all  reasonable  times,
and, during the continuation of a Termination  Event, the Master Servicer shall,
on demand of the Agent,  deliver or cause to be  delivered to the Agent all data
(including,  without  limitation,   computerized  records  and,  to  the  extent
transferable,  related  operating  software)  necessary for the servicing of the
Receivables  and all monies  collected  by it and required to be deposited in or
credited to the Collection Account.

                  (c) The Master  Servicer  may,  from time to time and with the
consent of the Agent,  make  changes  to the  Credit  and  Collection  Policies,
provided that no such change can  materially  impair the  collectibility  of any
Receivable. Copies of each such

                                       64

<PAGE>



revised  Credit and Collection  Policies  shall replace the version  existing as
Schedule 1 or 2, as the case may be.

                  (d) All expenses  incurred by the Master  Servicer,  including
expenses incurred by any Subservicer,  in performing their obligations hereunder
shall be for the  account of the Master  Servicer,  and the  Purchasers  and the
Agent shall have no obligations to make any payments in respect thereof.

                  (e) No later than one  Business  Day prior to each  Settlement
Date,  the Master  Servicer shall prepare and forward to the Agent by telecopier
and  to  each  Purchaser  by  overnight  courier  service  for  delivery  on the
immediately succeeding Business Day, a settlement  certificate,  certified by an
officer of the Master  Servicer,  substantially  in the form attached  hereto as
Exhibit E.

         Section 10.3  Collection Responsibilities; Receivable
Modifications.

                  (a) The Master Servicer shall, on behalf of the Agent, collect
all payments made under each Receivable and shall use its reasonable  efforts to
collect from each Obligor all payments on or in respect of such Receivable after
the related  Cutoff Date. The Master  Servicer may in its  discretion  waive any
assumption  fees,  late  payment  charges,   charges  for  checks  returned  for
insufficient  funds,  prepayment  fees,  if any,  or  other  fees  which  may be
collected in the ordinary course of servicing the  Receivables.  Notwithstanding
anything to the contrary in this Agreement,  neither the Master Servicer nor the
Agent shall  modify,  waive or amend the terms of any Mortgage  Loan  Receivable
unless  a  default   thereon  has   occurred  or  is  imminent  or  unless  such
modification,  amendment or waiver shall not (i) alter the interest rate on, the
principal  amount of, or the timing of  payments of interest  and  principal  in
respect of, such Mortgage Loan  Receivable,  (ii) materially  impair the related
Mortgaged  Property or (iii) reduce  materially the likelihood  that payments of
interest and principal on such Mortgage Loan Receivable  shall be made when due;
provided,  however, that the Master Servicer shall not reschedule the payment of
delinquent payments more than one time in any 12 consecutive months with respect
to any obligor.

                  (b) Subject to Section 4.3, the Master  Servicer  shall remit,
by any commercially  acceptable  method, to the appropriate party the portion of
such payments representing Miscellaneous Payments, it being understood that such
Miscellaneous  Payments  may be  retained  by the Master  Servicer or applied on
behalf of obligors, as the case may be; provided, that the Master Servicer shall
remit portions of Miscellaneous  Payments constituting  homeowners'  association
fees and condominium association fees to

                                       65

<PAGE>



the related condominium association or homeowners, association,
as the case may be.

                  (c) All  Collections  shall be  segregated  from  funds of the
Master Servicer and other funds received or collected by the Master Servicer for
Persons other than the Purchasers  and, to the extent of the  Purchasers'  Share
thereof,  all Collections  shall be held in trust by the Master Servicer for the
exclusive benefit of the Purchasers.

         Section 10.4  Maintenance of Insurance.

                  (a)  The  Master   Servicer   shall  maintain  or  cause  each
Association to maintain fire insurance with extended  coverage on the Project in
an amount which is at least equal to the  replacement  cost of the  improvements
which are a part of such  Project,  but in no event less than such  amount as is
necessary to avoid the  application  of any  co-insurance  clause in the related
hazard insurance policy.  It is understood and agreed that no earthquake,  flood
or  other  additional  insurance  is  to be  required  of  any  Obligor  or  the
Association other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance.

         The  Master  Servicer  agrees  to  prepare  and  present,  or cause the
Association  to  prepare  and  present,   claims  under  each  insurance  policy
maintained  pursuant to this Section in a timely fashion in accordance  with the
terms of such  policy  and to take such  reasonable  steps as are  necessary  to
enable  the  Association  or the Master  Servicer,  as  appropriate,  to receive
payment or to permit  recovery  thereunder and to restore and repair the Project
and the Mortgaged Property.  Each insurance policy maintained under this Section
shall be issued by an issuer  with a General  Policy  Rating of "A" or better in
Best's Key Rating Guide.

                  (b) The Master  Servicer shall cause each  Subservicer and any
successor  Subservicers  to keep in force  during the term of this  Agreement  a
policy or policies of insurance  covering  errors and omissions in the operation
of such Subservicer's  procedures,  and a fidelity bond. Such policy or policies
and  fidelity  bond  shall  be in such  form  and  amount  that  would  meet the
requirements  of FHLMC if it were the  purchaser of the  Mortgage  Loans and the
Subservicer  were servicing and  administering  the Mortgage Loans for FHLMC. In
the event any Subservicing  Agreement is terminated and the Master Servicer does
not enter into a subservicing Agreement with a successor Subservicer, the Master
Servicer  shall  obtain one or more  policies of insurance  covering  errors and
omissions in the operation of the Master  Servicer's  procedures and one or more
fidelity bonds in such form and amount as specified in the immediately preceding
sentence. The Master Servicer shall be

                                       66

<PAGE>



deemed to have  complied  with this  provision  if an  affiliate  of the  Master
Servicer has such errors and  omissions  and fidelity  bond coverage and, by the
terms  of  such  insurance  policy  or  fidelity  bond,  the  coverage  afforded
thereunder extends to the Master Servicer. Each such errors and omissions policy
and fidelity bond shall not be cancelled  without 30 days,  prior written notice
to the Agent.

                  (c) The Master  Servicer shall cause each  Subservicer and any
successor  Subservicer  to keep  in  force  during  the  term of this  Agreement
insurance coverage in such amounts as shall be normal and usual in the business.

         Section  10.5  Assumption  and  Substitution  Agreements.   The  Master
Servicer  is  authorized  to take or enter into an  assumption  or  substitution
agreement  from or with the Person to whom  property  subject to a Mortgage  has
been or is about to be  conveyed.  The Master  Servicer is also  authorized,  if
required by law to do so, to release the original  Obligor from  liability  upon
the  Mortgage  Loan  Receivable  and  substitute  the new  mortgagor  as Obligor
thereon. In connection with such assumption or substitution, the Master Servicer
shall apply such underwriting standards and follow such practices and procedures
as shall be normal  and usual  and as it  applies  to  mortgage  loan  timeshare
receivables owed solely by it. Notwithstanding the foregoing, in connection with
any transfer of  ownership of a Mortgaged  Property by an Obligor to any Person,
the Master  Servicer shall not agree to any change in the rate of interest borne
by, the  maturity  date of, the  principal  amount of, the timing of payments of
principal  and  interest  in respect  of, and all other  material  terms of, the
related  Mortgage Note. The Master Servicer shall notify the Agent that any such
assumption or  substitution  agreement has been completed and if requested to do
so by the  Agent,  shall  forward  to the  Agent a copy of  such  assumption  or
substitution agreement for the Agent's review. The original of any assumption or
substitution  agreement shall be added to the related Receivable File and shall,
for all  purposes,  be  considered  a part of such  Receivable  File to the same
extent as all other  documents and instrument  constituting  a part thereof.  In
connection  with any such  assumption  or  substitution  agreement,  the related
Mortgage Note shall not be changed. Any fee collected by the Master Servicer for
entering into an assumption or  substitution  agreement  will be retained by the
Master Servicer as additional servicing compensation.

         Section 10.6  Realization Upon Defaulted Receivables.

                  (a) The Master  Servicer  shall  foreclose  upon or  otherwise
comparably  convert the ownership of the Mortgaged  Properties  securing such of
the  Mortgage  Loan  Receivables  as come into and continue in default and as to
which no satisfactory

                                       67

<PAGE>



arrangements  can be made for  collection  of  delinquent  payments  pursuant to
Section 10.2. In  connection  with such  foreclosure  or other  conversion,  the
Master  Servicer  shall follow such  practices  and  procedures as it shall deem
necessary or advisable and as shall be normal and usual in its general  mortgage
servicing activities;  provided that if the Master Servicer has actual knowledge
or reasonably  believes that any Mortgaged  Property is affected by hazardous or
toxic waste or  substances,  then the Master  Servicer need not acquire title to
such Mortgaged Property in a foreclosure or similar proceeding. The foregoing is
subject to the proviso that the Master  Servicer shall not be required to expend
its own funds in  connection  with any  foreclosure  or to restore  any  damaged
property  unless it shall  determine that such  foreclosure or restoration  will
increase the Liquidation Proceeds available to the Seller after reimbursement to
the Master Servicer for its Liquidation Expenses.

                  (b) In connection  with the  foreclosure or liquidation of any
Defaulted  Receivable  that is a Right to Use  Receivable,  the Master  Servicer
shall  follow  such  practices  and  procedures  as it shall deem  necessary  or
advisable and as shall be normal and usual in its general servicing  activities.
The Master Servicer shall be required to expend its own funds in connection with
the  liquidation of any Defaulted  Receivable that is a Right to Use Receivable,
if it shall  determine  that such  expenditures  will  increase the  Liquidation
Proceeds available to the Seller after  reimbursement to the Master Servicer for
its Liquidation Expenses.

                  (c) Liquidation  Expenses  incurred by the Master Servicer can
be repaid to the Master  Servicer  only from  Liquidation  Proceeds from sale or
other disposition of the related Defaulted Receivables.

         Section 10.7 Payment of Fees and Expenses of Agent: No Offset. Prior to
the termination of this Agreement,  the obligations of the Master Servicer under
this Agreement shall not be subject to any counterclaim or right of offset which
the Master Servicer has or may have against the Agent or any Purchaser,  whether
in respect of this Agreement, any Receivable or otherwise.

         Section 10.8 Servicing Fee. The Seller shall pay to the Master Servicer
out of  Collected  Interest a fee (the  "Servicing  Fee") for each day until the
first Business Day after the Commitment  Termination Date on which the Aggregate
Undivided  Interest shall be reduced to zero and all obligations shall have been
fully paid and performed.  The accrued Servicing Fee shall be paid in arrears on
each  Settlement  Date  and on the  first  Business  Day  after  the  Commitment
Termination Date on which the Aggregate  Undivided  Interest shall be reduced to
zero and all

                                       68

<PAGE>



obligations shall have been fully paid and performed. The Servicing Fee shall be
calculated for each day as an amount equal to the product of (i) 1.75%, (ii) the
outstanding Principal Balance of the Receivables comprising the Receivables Pool
as of such  day and  (iii) a  fraction,  the  numerator  of which is one and the
denominator  of which is 360. In no event shall the Agent or any Purchaser  have
any  obligation  to pay  any  fee in  respect  of the  services  to be  provided
hereunder.

         Section 10.9  Representations and Warranties as to the Master Servicer.
The Master Servicer  represents and warrants to the Agent for the benefit of the
Purchasers that:

                  (a) Organization and Good Standing.  The Master Servicer shall
have been duly organized and shall be validly  existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, with power and
authority to own its properties  and to conduct its business as such  properties
shall be currently owned and such business is presently conducted.

                  (b) Due  Qualification.  The  Master  Servicer  shall  be duly
qualified to do business as a foreign  corporation in good  standing,  and shall
have obtained all necessary licenses and approvals in all jurisdictions in which
the ownership or lease of property or the conduct of its business  shall require
such qualifications,  except where the failure to so qualify or to have obtained
such  licenses and  approvals  would not have a material  adverse  effect on the
ability of the Master Servicer to perform its  obligations  under this Agreement
or the other Facility Documents to which it is a party.

                  (c) Power and  Authority.  The Master  Servicer shall have the
power and authority to execute,  deliver and perform its  obligations  under the
Agreement and each other  Facility  Document to which it is a party and to carry
out their respective terms; and the execution,  delivery and performance of this
Agreement  and each other  Facility  Document  to which it is a party shall have
been duly authorized by the Master Servicer by all necessary corporate action.

                  (d) Binding  Obligations.  This Agreement  shall  constitute a
legal,  valid and  binding  obligation  of the Master  Servicer  enforceable  in
accordance with its terms, except as enforceability may be subject to or limited
by bankruptcy,  insolvency,  reorganization  or other similar laws affecting the
enforcement of creditors, rights in general and by general principles of equity.

                  (e)      No Violation.  The consummation of the
transactions contemplated by this Agreement and the other

                                       69

<PAGE>



Facility  Documents to which the Master  Servicer is a party and the fulfillment
of the  terms of this  Agreement  and the  other  Facility  Documents  shall 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
articles of incorporation or bylaws of the Master Servicer,  or conflict with or
violate any of the terms or provisions of, or constitute (with or without notice
or lapse of time) a default under,  any material  indenture,  agreement or other
instrument  to  which  the  Master  Servicer  is a party or by which it shall be
bound; nor violate any law or, to the best of the Master  Servicer's  knowledge,
any order, rule or regulation  applicable to the Master Servicer of any court or
of any  federal  or  state  regulatory  body,  administrative  agency  or  other
governmental instrumentality having jurisdiction over the Master Servicer or its
properties;  which breach, default,  conflict or violation would have a material
adverse effect on the ability of the Master  Servicer to perform its obligations
under this Agreement or the other Facility Documents to which it is a party.

         Section 10.10  Existence; Status as Master Servicer; Merger.

                  (a) Except as  otherwise  permitted  by Section  10.2(f),  the
Master  Servicer shall keep in full effect its existence,  rights and franchises
as a  corporation  under  the laws of the  state of its  organization  and shall
obtain and preserve its  qualification to do business as a foreign  corporation,
in each case to the extent necessary to protect the validity and  enforceability
of the Receivables (and, in the case of Mortgage Loan  Receivables,  the related
Mortgage Notes and Mortgages) and this Agreement.

                  (b) The Master  Servicer shall not  consolidate  with or merge
into any other  Person or convey,  transfer  or lease  substantially  all of its
assets  as  an  entirety  to  any  Person  unless  the  Person  formed  by  such
consolidation  or into which the Master  Servicer  has been merged or the Person
which  acquires  substantially  all the  assets  of the  Master  Servicer  as an
entirety  is a  corporation  organized  under the laws of a state in the  United
States,  can lawfully  perform the obligations of the Master Servicer  hereunder
and executes and delivers to the other parties hereto an agreement,  in form and
substance reasonably satisfactory to the Agent (acting upon the direction of the
Purchasers),  which contains an assumption by such  successor  entity of the due
and punctual  performance  and  observance  of each covenant and condition to be
performed or observed by the Master Servicer under this Agreement.

                  (c) From the date  hereof  until the first day  following  the
Commitment  Termination Date on which (i) the Aggregate Undivided Interest shall
be reduced to zero and (ii) all

                                       70

<PAGE>



obligations shall have been fully paid and performed, the Master Servicer shall,
promptly  after  learning  thereof,  notify the Agent of (i) the  details of any
action,  proceeding,  investigation  or claim  against or  affecting  the Master
Servicer instituted before any court,  arbitrator or Governmental  Authority or,
to its knowledge threatened to be instituted,  which, if determined adversely to
the Master  Servicer  would be likely to have a material  adverse  effect on the
performance by it of its obligations  under any Facility  Document to which is a
part or by which it is bound.

         Section 10.11 Performance of Obligations. The Master Servicer shall not
take any action or, to the extent  within its  control,  permit any action to be
taken by others,  which would  excuse any Obligor  from any of its  covenants or
obligations  under any Mortgage Note or Mortgage,  or under any other instrument
relating  thereto,  or  which  would  result  in the  amendment,  hypothecation,
subordination,   termination   or  discharge  of,  or  impair  the  validity  or
effectiveness of, any Mortgage Note or Mortgage or any such instrument,  without
the  written  consent  of the Agent,  except as  expressly  provided  herein and
therein.

               Section 10.12 Liability of the Master Servicer:  Indemnities. The
Master Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Master Servicer under this Agreement.
Such obligations shall include the following:

                  (a) The  Master  Servicer  shall  indemnify,  defend  and hold
harmless the Agent and the  Purchasers  from and against any loss,  liability or
expense  incurred  by  reason  of  the  Master  Servicer's  negligence,  willful
misfeasance  or bad  faith in the  performance  of its  obligations  and  duties
hereunder,  reckless disregard of its obligations and duties hereunder or breach
of any provision hereof.

                  (b) The  Master  Servicer  shall  indemnify,  defend  and hold
harmless  the Agent and the  Purchasers  from and against  all costs,  expenses,
losses, claims, damages and liabilities arising out of or incurred in connection
with the acceptance or performance of its duties herein contained, except to the
extent that any such cost, expense, loss, claim, damage or liability:  (i) shall
be due to the willful  misfeasance,  bad faith or negligence of the Agent or any
Purchaser or successor Master  Servicer,  (ii) relates to any Tax other than the
Taxes with respect to which the Master  Servicer  shall be required to indemnify
the Agent or (iii) shall be one as to which the Seller is required to  indemnify
the Agent.

         Indemnification  under this Section shall include,  without limitation,
reasonable fees and expenses of counsel and expenses

                                       71

<PAGE>



of litigation,  and appeals therefrom  (including,  but not limited to, any such
fees and costs incurred in a bankruptcy, receivership or similar proceeding). If
the Master Servicer shall have made any indemnity payments to the Agent pursuant
to this Section and the Agent thereafter shall collect any of such payments from
others, the Agent shall repay such amounts to the Master Servicer, with interest
to the extent  collected (which interest shall not be an expense of the Agent or
any  Purchaser).  The  indemnifications  under this  Section  shall  survive the
termination of this Agreement and the appointment of any successor Agent.

                                   ARTICLE 11

                               TERMINATION EVENTS

         Section 11.1  Termination Events.  Each of the following
events shall constitute a "Termination Event":

                  (a) The  Seller or either  Originator  shall  fail to make any
payment or  deposit  required  under  this  Agreement  or the  related  Purchase
Agreement,  in each case that continues unremedied for three Business Days after
discovery of such failure by an officer of the Seller or the related  originator
or written  notice of such failure is given to the Seller or such  Originator by
the Agent;

                  (b) Any  representation  and  warranty  made by the  Seller or
either  Originator in this Agreement or any other Facility  Document to which it
is a party regarding  corporate  organization or authority or the enforceability
of this  Agreement  or any  other  such  Facility  Document  or any  information
required to be given by the  Originators to identify the  Receivables  proves to
have been incorrect in any material respect when made, and which continues to be
incorrect in any material  respect for a period of 30 days after written  notice
of such incorrectness  shall have been given to the Seller or such originator by
the Agent;

                  (c) Failure of the Seller or either  Originator  to observe or
perform in any material  respect any material  covenant or agreement  under this
Agreement or any other Facility  Document to which it is a party which continues
unremedied  for a period of 30 days after  written  notice is  delivered  by the
Agent to the  Seller or such  originator;  or  failure  by the  Seller or either
Originator to perform or observe any other term, covenant or agreement contained
in this Agreement or any other  Facility  Document to which it is a party on its
part to be performed or observed and such failure shall remain unremedied for 30
days after  written  notice  thereof shall have been given to the Seller or such
Originator by the Agent;


                                       72

<PAGE>



                  (d) Any Indebtedness of the Seller in excess of $100,000 shall
be  declared  to be due and  payable or  required  to be prepaid  (other than by
regularly scheduled required prepayment) prior to the stated maturity thereof;

                  (e) The  entry of a decree  or order by a court or  agency  or
supervisory authority having jurisdiction in the premises for the appointment of
a trustee in  bankruptcy,  conservator,  receiver or  liquidator  of the Seller,
either Originator,  WorldMark or any Association in any bankruptcy,  insolvency,
readjustment  of  debt,   marshalling  of  assets  and  liabilities  or  similar
proceedings,  or for the winding up or liquidation of their respective  affairs,
and the  continuance  of any such decree or order  unstayed  and in effect for a
period of 60 days;

                  (f) The consent by the Seller, either Originator, WorldMark or
any  Association to the  appointment of a trustee in bankruptcy,  conservator or
receiver or  liquidator in any  bankruptcy,  insolvency,  readjustment  of debt,
marshalling of assets and  liabilities or similar  proceedings of or relating to
any of the  foregoing  entities  of or relating  to  substantially  all of their
property;  or the Seller,  either Originator or WorldMark shall admit in writing
its inability to pay its debts  generally as they become due, file a petition to
take advantage of any applicable  insolvency or reorganization  statute, make an
assignment  for the benefit of its creditors or voluntarily  suspend  payment of
its obligations;

                  (g) Any  judgment  shall  have been  entered  (and  shall have
remained unsatisfied or unstayed for more than ten Business Days) against either
Originator  or the Seller  that if levied  upon  would  have a material  adverse
effect on the  condition,  financial or  otherwise,  or the  earnings,  business
affairs or business prospects of such Originator or the Seller;

                  (h)      The Seller becomes an "investment company" and is
required to register as such under the Investment Company Act;

                  (i) The IRS shall file  notice of a lien  pursuant  to Section
6323 of the Code with regard to any Receivable and such lien shall not have been
released  within ten  Business  Days,  or the PBGC  shall file  notice of a lien
pursuant to Section  4068 of ERISA with regard to any  Receivable  and such lien
shall not have been released within ten Business Days;

                  (j) If TRI or any Subsidiary  other than the Seller shall fail
to  pay  when  due  (whether  by  scheduled   maturity,   required   prepayment,
acceleration,  demand or otherwise) any  Indebtedness  in excess of $750,000 and
such failure shall

                                       73

<PAGE>



continue after the applicable grace period,  if any,  specified in the agreement
or instrument relating to such Indebtedness;

                  (k) If, as of any Settlement  Date, (i) the Charge-off Rate or
the Consolidated  Charge-off Rate exceeds 5% per annum,  (ii) the average of the
Delinquency Rate Amounts or the Consolidated Delinquency Rate Amounts, in either
case for the three  Collection  Periods  immediately  preceding  the  Collection
Period in which such Settlement Date occurs exceeds 5%, (iii) the average of the
Defaulted  Receivable Amounts or the Consolidated  Defaulted Receivable Amounts,
in either  case for the  three  Collection  Periods  immediately  preceding  the
Collection  Period in which such  Settlement  Date occurs exceeds 3% or (iv) the
Portfolio Yield is negative;

                  (l) If the Collateral  Percentage  falls below 125% and within
five  Business  Days after the Seller learns of such event or is given notice of
such event by the Agent or the Master  Servicer it does not cause the Collateral
Percentage to equal or exceed 125%;

                  (m)      If the Seller has a Net Worth less than an amount
equal to the greater of (i) $22,000,000 or (ii) the product of
0.25 and the Aggregate Net Investment;

                  (n)      WorldMark, on an annual basis, has excess of
revenues over expenses of less than $0; or

                  (o) Any Association, (i) fails to deliver to the Agent, within
90  days  of the  end  of  such  Association's  fiscal  year,  a  report  and an
unqualified opinion of independent public accountants,  or (ii) fails to have an
annual  replacement  reserve  report  generated  (by an  independent  consultant
acceptable to the  Purchasers)  and delivered to the Agent within 90 days of the
end of such Associations year end, showing a fund balance (as such fund balances
are shown on the financial  statements of each Association) for the current year
of less than zero, or projecting within the next ten years that the fund balance
will equal less than zero.

         Section 11.2  Remedies.

                  (a) Upon the occurrence of (i) a Termination  Event  described
in Section  11.1(e) or 11.1(f),  the Commitment  shall be terminated,  the Agent
shall have been deemed to have given notice of the  occurrence  of a Termination
Event to the Seller,  and the  Obligations  shall  become due and payable  (from
Collections or otherwise), all without further act or notice by the Agent or the
Purchasers,  (ii) a Termination Event described in Section 11.1(a), the Agent or
any  Purchaser  may give  notice  to the  Seller  that the  Commitment  shall be
terminated, the Agent shall have

                                       74

<PAGE>



been deemed to have given notice of the occurrence of a Termination Event to the
Seller and the  Obligations  shall become due and payable (from  Collections  or
otherwise)  and (iii) any  other  Termination  Event,  the Agent  shall,  at the
request of the Required Purchasers,  immediately terminate the Commitment,  give
notice to the Seller of the occurrence of a Termination  Event,  and declare the
Obligations due and payable (from Collections or otherwise).

                  (b) Upon any  termination of the  Commitment  pursuant to this
Section,  the Agent and the  Purchasers  shall  have,  in  addition to all other
rights and remedies under this Agreement and the other Facility  Documents,  all
rights and remedies  provided under the UCC of each applicable  jurisdiction and
under other applicable laws, which rights shall be cumulative.

                                   ARTICLE 12

                                    THE AGENT

         Section 12.1  Authorization and Action.  Each Purchaser hereby appoints
and  authorizes  the Agent to take such  action  as agent on its  behalf  and to
exercise  such powers under this  Agreement as are delegated to the Agent by the
terms hereof,  together with such powers as are reasonably  incidental  thereto.
The Agent shall have no duties or  responsibilities  except those  expressly set
forth in this  Agreement.  The  duties  of the  Agent  shall be  mechanical  and
administrative  in  nature,  it shall  not have by reason  of this  Agreement  a
fiduciary relationship in respect of any Purchaser and nothing in this Agreement
or the other Facility  Documents,  expressed or implied, is intended to or shall
be so construed as to impose upon the Agent any  obligations  in respect of this
Agreement or the other Facility  Documents  except as expressly set forth herein
or in such other Facility  Documents.  As to any matters not expressly  provided
for by  this  Agreement,  the  Agent  shall  not be  required  to  exercise  any
discretion  or take any action,  but shall be required to act or to refrain from
acting  (and  shall be fully  protected  in so  acting or  refraining)  upon the
instructions of the Required Purchasers,  and such instructions shall be binding
upon all  Purchasers,  provided that the Agent shall not be required to take any
action  which  exposes it to  personal  liability  or which is  contrary  to any
Facility  Document or  applicable  law and provided,  further,  that without the
prior written consent of all Purchasers,  the Agent shall not, nor can the Agent
be  instructed  to,  change or modify (a) any  requirement  that any  particular
action be taken by the Required  Purchasers  or by all the  Purchasers,  (b) the
definition  of  "Required   Purchasers,"  (c)  the  Commitment   Amount  or  any
Purchasers' Pro Rate Share thereof, (d) the amount of the Commitment Fees or the
Upfront Fee, (e) the Commitment  Termination Date (except as provided in Section
2.3), (f) the

                                       75

<PAGE>



date for payment of any Earned  Yield or (g) the amount of the Earned  Yield and
provided,  further,  that the terms of  Sections  5.1 and 13.2 and this  Article
shall not be amended  without the prior written consent of the Agent (acting for
its own account).  In the absence of instructions from the Required  Purchasers,
the Agent shall have authority (but no obligation),  in its sole discretion,  to
take or not to take any action, unless this Agreement  specifically requires the
consent of all  Purchasers or of the Required  Purchasers and any such action or
failure to act shall be  binding on all the  Purchasers.  Each  Purchaser  shall
execute and deliver such additional instruments, including powers of attorney in
favor of the Agent,  as may be  necessary  or  desirable  to enable the Agent to
exercise its powers hereunder.

         Section 12.2  Duties and obligations.

                  (a)  Neither  the  Agent nor any of its  directors,  officers,
agents or employees  shall be liable for any action taken or omitted to be taken
by it or any of them under or in connection  with this Agreement  except for its
or their own gross  negligence  or  willful  misconduct.  Without  limiting  the
generality of the foregoing, the Agent (i) may treat each Purchaser as the party
entitled to receive payments  hereunder except as otherwise  provided in Article
13; (ii) may consult  with legal  counsel  (including  counsel for the  Seller),
independent public accountants and other experts selected by it and shall not be
liable  for any  action  taken or  omitted  to be  taken in good  faith by it in
accordance  with  the  advice  of such  experts;  (iii)  makes  no  warranty  or
representation  to any Purchaser and shall not be  responsible  to any Purchaser
for any statements,  warranties or representations made in or in connection with
this Agreement or in any instrument or document furnished pursuant hereto;  (iv)
shall not have any duty to ascertain or to inquire as to the  performance of any
of the terms,  covenants or conditions of the Facility  Documents on the part of
the  Seller  or as to the  existence  or  possible  existence  of any  Unmatured
Termination  Event or  Termination  Event;  (v) shall not be  responsible to any
Purchaser   for  the  due   execution,   legality,   validity,   enforceability,
genuineness,  effectiveness  or value of this  Agreement or of any instrument or
document  furnished  pursuant hereto; and (vi) shall incur no liability under or
in respect to this Agreement by acting upon any oral or written notice, consent,
certificate or other instrument or writing (which may be by telegram,  facsimile
transmission, cable or telex) believed by it to be genuine and signed or sent by
the proper party or parties or by acting upon any  representation or warranty of
the Seller made or deemed to be made hereunder.

                  (b) The Agent will account to each  Purchaser for its Pro Rata
Share of  payments  made for the  ratable  account of the  Purchasers  which are
received by the Agent from the Seller and

                                       76

<PAGE>



will promptly remit to the Purchasers  entitled  thereto all such payments.  The
Agent will transmit to each Purchaser copies of all documents  received from the
Seller pursuant to the requirements of this Agreement other than documents which
by the terms of this  Agreement  the Seller is obligated to deliver  directly to
the Purchasers.  The Agent will provide notice to each of the Purchasers  within
30 days of any of the following: (i) any Amendment to this Agreement pursuant to
Section  15.7;  (ii) the waiver of any of the Seller's  covenants as provided in
Section 8.1 and 9.1;  (iii) the waiver of any of TRI's  covenants as provided in
Sections 8.1 and 9.2; (iv) the  designation of a new Master Servicer as provided
in Section 10.1;  (v) the  termination  of the Commitment as provided in Section
11.2(a);  (vi) the  taking  of any other  action  upon the  instructions  of the
Required  Purchasers as  prescribed  in Section  12.1;  (vii) the removal of the
Agent or the  appointment  of a Successor  Agent by the Required  Purchasers  as
provided in Section 12.7;  (viii) the  assignment or delegation by the Seller of
any of its  rights or duties as  provided  in  Section  13.1;  or (ix) any other
action under any of the Facility  Documents  requiring  the vote of the Required
Purchasers (in which case notice should be received within 30 days prior to such
vote).

                  (c) Each  Purchaser or its assignee shall furnish to the Agent
in a timely fashion such documentation (including, but not by way of limitation,
IRS Forms Nos.  1001,  4224 and W-8) as may be  required  by  applicable  law or
regulation  or as may  reasonably  be  requested  by  Agent  to  establish  such
Purchaser's status for tax withholding purposes.

         Section 12.3 Dealings  with the Seller.  With respect to its portion of
the  Commitment  and the  Purchases  made by it,  the Agent  shall have the same
rights and powers under this  Agreement as any other  Purchaser and may exercise
the same as though it were not the Agent, and the term "Purchaser"  shall unless
otherwise expressly indicated include the Agent in its individual capacity.  The
Agent may accept deposits from,  lend money to, act and generally  engage in any
kind of business  with the Seller and any Person which may do business  with the
Seller, all as if the Agent were not the Agent hereunder and without any duty to
account therefor to the Purchasers.

         Section 12.4 Purchaser  Credit  Decision.  Each Purchaser  acknowledges
that it has,  independently  and  without  reliance  upon the Agent or any other
Purchaser  and based  upon  such  documents  and  information  as it has  deemed
appropriate,  made its own  credit  analysis  and  decision  to enter  into this
Agreement.  Each Purchaser also  acknowledges  that it will,  independently  and
without  reliance  upon the Agent or any  other  Purchaser  and based  upon such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit decisions in taking

                                       77

<PAGE>



or not taking action under this Agreement and the other Facility
Documents.

         Section 12.5  Right to Rely on Payments.

                  (a) Unless the Agent shall have been  notified in writing by a
Purchaser by 2:00 p.m., Seattle time, on the day prior to a Purchase (other than
a  Reinvestment)  that such  Purchaser  will not make available the amount which
would  constitute its Pro Rata Share of the amount to be paid in connection with
such  Purchase,  the Agent may assume that such  Purchaser  has made such amount
available to the Agent and, in reliance upon such assumption,  make available to
the Seller a  corresponding  amount.  If and to the extent  that such  Purchaser
shall not have made such amount  available to the Agent,  such Purchaser and the
Seller  severally  agree to repay the Agent  forthwith  on  demand  such  amount
together with interest  thereon,  for each day from the date the Agent made such
amount  available  to the Seller to the date such amount is repaid to the Agent,
at the Yield Rate applicable to such Purchase when first made.

                  (b) Unless the Agent shall have been notified by telephone and
such notice shall have been confirmed in writing by the Master  Servicer by 2:00
p.m.,  Seattle  time,  on the day prior to the date any payment is due hereunder
that the Master Servicer will not make the full amount of all payments scheduled
to be made by it on such due date, the Agent may assume that the Master Servicer
has made  such  amount  available  to the  Agent  and,  in  reliance  upon  such
assumption,  make available to itself and the Purchasers their respective shares
of such amount.  If the Agent makes any such amount  available to any Purchaser,
but such  amount was not in fact made  available  by the Master  Servicer to the
Agent on such due date,  such  Purchaser  shall  pay to the Agent on demand  the
amount  previously made available to such  Purchaser,  together with interest on
such amount at the daily average  Federal Funds Rate for the number of days from
and including the date on which such Purchaser  received such amount to the date
on which such amount becomes immediately  available to the Agent. A statement of
the Agent  submitted to any  Purchaser  with respect to any amounts  owing under
this paragraph shall be conclusive and binding in the absence of manifest error.
If such amount is not in fact repaid to the Agent by such  Purchaser  within two
Business  Days after the date on which such  Purchaser  is informed by the Agent
that such amount was not made  available to the Agent by the Purchaser  then the
Agent shall be entitled to recover on demand an amount  calculated in the manner
specified in the second preceding sentence of this clause (b) after substituting
the term "Reference Rate" for the term "Federal Funds Rate."

         Section 12.6  Limitations on Liability; Indemnification.


                                       78

<PAGE>



                  (a) Anything herein to the contrary notwithstanding, the Agent
and the Purchasers  shall have no obligations or liabilities with respect to any
Assigned  Collateral,  nor shall any of them be  obligated to perform any of the
obligations  of the Seller  owing to any  Obligor  under the  Receivables  or in
respect thereof.

                  (b) The Purchasers agree to indemnify the Agent (to the extent
not  reimbursed by the Seller)  ratably  according to their  respective Pro Rata
Shares from and against any and all liabilities,  obligations,  losses, damages,
penalties,  actions,  judgments,  suits,  costs,  Taxes (in the case of Taxes in
respect of earnings or gains from the investment of funds held in the Collection
Account),  expenses or disbursements of any kind or nature  whatsoever which may
be imposed on, incurred by or asserted  against the Agent in any way relating to
or arising out of this  Agreement or any other  Facility  Document or any action
taken or  omitted  by the Agent  under  this  Agreement  or any  other  Facility
Document, except any such as result from the Agent's gross negligence or willful
misconduct.  Without limiting the foregoing,  each Purchaser agrees to reimburse
the  Agent  promptly  on  demand  in  proportion  to its Pro Rata  Share for all
reasonable  out-of-pocket expenses,  including legal fees, incurred by the Agent
in connection with the  administration  or enforcement of or the preservation of
any rights under this  Agreement or any other  Facility  Document (to the extent
that the Agent is not reimbursed for such expenses by the Seller). The foregoing
indemnities shall survive the termination of this Agreement.

         Section 12.7 Successor  Agent. So long as the Agent is not concurrently
a Purchaser, the Agent may give written notice of resignation at any time to the
Purchasers  and the Seller which  resignation  shall not be  effective  until at
least 30 days thereafter, and the Agent may be removed at any time with cause by
the Required Purchasers (such Required  Purchasers to be determined,  solely for
purposes of this  Section,  by excluding  the  Purchasers'  Investment  relating
solely to  Seafirst,  so that the  Required  Purchaser's  aggregate  Purchasers'
Investment  of 66% will be based on the initial  acquisition  by the  Purchasers
excluding, however, the acquisition by Seafirst as Purchaser, and as such amount
may be  reduced  from  time to  time by  Collections  received  and  distributed
pursuant  to Sections  4.3 and 4.7.).  Upon any such  notice of  resignation  or
removal,  the  Required  Purchasers  shall have the right to appoint a successor
Agent.  If no  successor  Agent  shall have been so  appointed  by the  Required
Purchasers  and shall have  accepted such  appointment  within 30 days after the
retiring  Agent's giving of notice of resignation or the removal of the retiring
Agent by the Required  Purchasers,  then the retiring Agent may on behalf of the
Purchasers, appoint a successor Agent, which shall be a bank organized under the
laws of the United States or of any state thereof, or any affiliate of

                                       79

<PAGE>



such bank, and having a combined  capital and surplus of at least  $100,000,000.
Upon the acceptance of any appointment as Agent hereunder by a successor  Agent,
such successor Agent shall  thereupon  succeed to and become vested with all the
rights,  powers,  privileges and duties of the retiring Agent,  and the retiring
Agent shall be discharged from its duties and obligations  under this Agreement.
The  retiring  Agent,  however,  would  not be  released  from  any  liabilities
resulting  from such retiring  Agent's gross  negligence or willful  misconduct.
Until the  acceptance  by such a  successor  Agent,  the  retiring  Agent  shall
continue as "Agent" hereunder. After any retiring Agent's resignation or removal
hereunder as Agent shall become effective,  the provisions of this Article shall
inure to its benefit as to any actions  taken or omitted to be taken by it while
it was Agent under this Agreement.

         Section  12.8  Delegation  of Duties.  The Agent may execute any of its
duties  under this  Agreement  or any other  Facility  Document to which it is a
party by or through agents, employees or attorneys-in-fact and shall be entitled
to the advice of counsel  concerning all matters  pertaining to such duties. The
Agent shall not be held liable to any Purchaser for the negligence or misconduct
of any agent or attorney-in-fact that the Agent selects with reasonable care.

         Section  12.9  Merger of Agent.  Any Person into which the Agent may be
merged or converted or which it may be consolidated with or any Person resulting
from any merger, conversion or consolidation to which it shall be a party or any
Person to which the Agent may sell or transfer all or  substantially  all of its
agency  relationships  shall be the successor to the Agent without the execution
or  filing  of any  paper  or  further  act,  anything  herein  to the  contrary
notwithstanding.

                                   ARTICLE 13

                         ASSIGNMENTS AND PARTICIPATIONS

         Section  13.1   Generally.   Each   Purchaser   may  assign,   or  sell
participations  in,  its  share  of  the  Aggregate  Net  Investment  and in the
Commitment  to one or more Persons in accordance  with this Article.  Unless the
Agent (acting upon the  direction of the Required  Purchasers)  shall  otherwise
consent in writing,  the Seller may not assign or delegate  any of its rights or
duties  hereunder and any such  assignment  or  delegation  purported to be made
shall be void and of no effect.

         Section 13.2 Assignments. Any Purchaser, with the prior written consent
(which prior consent from the Seller and Master  Servicer  shall not be required
if a  Termination  Event  shall  have  occurred  and  is  continuing  or if  the
assignment is to an

                                       80

<PAGE>



affiliate of the  Purchaser)  of the Seller,  the Agent and the Master  Servicer
(which consents will not be unreasonably  withheld),  may at any time assign and
delegate to one or more commercial banks or other financial  institutions (each,
an  "Assignee  Purchaser"),  all or any  portion  of its Pro  Rata  Share of the
Aggregate  Net  Investment  and its Pro  Rata  Share  of the  Commitment  (which
assignment and delegation shall be a constant, and not a varying,  percentage of
all the assigning  Purchasers,  share of the Aggregate  Net  Investment  and its
share of the Commitment.  Notwithstanding the foregoing,  (i) the portion of the
Commitment  assigned to any Assignee Purchaser shall not be less than $1,000,000
unless such  assignment  covers all of the assigning  Purchasers'  interests and
obligations  under all Facility  Documents and (ii) any Assignee  Purchaser must
purchase  interests in the  assigning  Purchasers'  share of the  Aggregate  Net
Investment and of the Commitment and other obligations in equal proportions.

         The  Seller,  the Master  Servicer  and the Agent  shall be entitled to
continue to deal solely and directly with such assigning Purchaser in connection
with the  interests  and  obligations  so assigned and  delegated to an Assignee
Purchaser until:

                  (i)      the Agent and Seller shall have approved the
proposed assignment;

                  (ii)  written  notice  of  such   assignment  and  delegation,
together  with payment  instructions,  addresses  and related  information  with
respect to such  Assignee  Purchaser,  shall have been given to the Seller,  the
Master Servicer and the Agent by such Purchaser and such Assignee Purchaser;

             (iii) such Assignee  Purchaser shall have executed and delivered to
the Seller,  the Master  Servicer and the Agent an  agreement  pursuant to which
such Assignee  Purchaser  shall be bound to the terms of this  Agreement and the
other Facility Documents in form and substance acceptable to the Agent; and

                  (iv)     the processing fees described below shall have
been paid.

         From and after the date that all of the foregoing conditions shall have
been fully satisfied,  (A) the Assignee Purchaser shall be deemed  automatically
to have  become a party  hereto and to the extent  that  rights and  obligations
hereunder  have been  assigned  and  delegated  to such  Assignee  Purchaser  in
connection  with such  assignment,  shall have the rights and  obligations  of a
Purchaser hereunder and under the other Facility Documents and (B) the assigning
Purchaser,  to the  extent  that  rights  and  obligations  under  the  Facility
Documents have been assigned and delegated by

                                       81

<PAGE>



it, shall be released  from its  obligations  which are not then due and payable
under the Facility Documents.

         The  assigning  Purchaser  must pay an  administrative  processing  fee
(which fee shall not be reimbursable by the Seller) to the Agent in an amount of
$1,000. Any attempted assignment and delegation not made in accordance with this
Section shall be null and void.

         In  connection  with  each   assignment  and  delegation   effected  in
accordance with this Section,  each of the parties hereto agrees,  promptly upon
the  Agent's  request,  to execute  and deliver  all  financing  statements  and
continuation  statements  that the  Agent  deems  necessary  or  appropriate  in
connection with such assignment and delegation.

         Section 13.3 Participations.  Any Purchaser may at any time sell to one
or more commercial banks or other financial institutions (each, a "Participant")
undivided  interests in its rights in respect of any  Purchases,  its portion of
the Commitment or other  interests or  obligations of such Purchaser  hereunder;
provided,  however, that no such participation shall relieve such Purchaser from
its  portion  of the  Commitment  or its other  obligations  under the  Facility
Documents and the Seller,  the Master  Servicer and the Agent shall  continue to
deal solely and directly with such Purchaser in connection with such Purchasers,
rights and  obligations  under  this  Agreement  and each of the other  Facility
Documents.  The  Seller  acknowledges  and  agrees  that each  Participant,  for
purposes of Sections 3.5, 3.6, 10.3,  14.1,  15.8 and 15.9 shall be considered a
Purchaser;  provided,  however, that no Participant shall be entitled to payment
of any  amount  under  such  Sections  that  would not have been  payable to the
selling Purchaser had no participation occurred.

                                   ARTICLE 14

                               SELLER INDEMNITIES

         Section 14.1  Indemnities  by the Seller.  The Seller  hereby agrees to
indemnify  each of the  Agent,  the  Purchasers,  their  respective  successors,
permitted  transferees  and assigns and all officers,  directors,  shareholders,
controlling  persons,  employees  and agents of any of the foregoing  (each,  an
"Indemnified Party"), forthwith on demand, from and against any and all damages,
losses, claims (whether on account of settlements or otherwise), liabilities and
related  costs  and  expenses,   including   reasonable   attorneys,   fees  and
disbursements  (collectively,  the  "Indemnified  Amounts")  awarded  against or
incurred by any of them arising out of or as a result of any  Facility  Document
or the  transactions  contemplated  thereby  or the use of  proceeds  therefrom,
including, without limitation, in respect of the

                                       82

<PAGE>



ownership  of an  Undivided  Interest  or in  respect of any  Receivable  or any
Receivable  Document,  excluding,  however,  Indemnified  Amounts  to the extent
resulting  from (a)  nonpayment by any Obligor of an amount due and payable with
respect to a Receivable  unless such nonpayment  results from a dispute,  claim,
offset or  defense  described  in Section  14.1(vi)  or the  noncompliance  with
applicable  laws,  rules or  regulations  described  in Section  14.1(iii),  (b)
negligence or willful  misconduct on the part of such  Indemnified  Party or (c)
disputes  between  assigning  Purchasers  and Assignee  Purchasers,  or disputes
between selling  Purchasers and Participants,  if such disputes relate solely to
the  conduct of such  Persons and not to the failure of the Seller or the Master
Servicer to perform any Facility Document.  Without limiting the foregoing,  the
Seller shall indemnify each Indemnified  Party for Indemnified  Amounts relating
to or resulting from:

                  (i)      the transfer by the Seller of any interest in any
Receivable other than an Undivided Interest;

                  (ii) the breach of any  representation or warranty made by the
Seller  under or in  connection  with  any  Facility  Document,  any  report  or
settlement  statement or any other information or report delivered by the Seller
or the Servicer pursuant thereto,  which shall have been false or incorrect when
made or deemed made;

            (iii) the failure by the Seller to comply with any  applicable  law,
rule or  regulation  with respect to any  Receivable  or the related  Receivable
Documents,  or the  nonconformity  of any  Receivable or the related  Receivable
Documents with any such applicable law, rule or regulation;

                  (iv)  the  failure  to  vest  and   maintain   vested  in  the
Purchasers'  ownership interests in the Undivided  Interests,  free and clear of
any Lien (other than Permitted  Encumbrances on the Mortgaged Properties and any
Lien  arising  solely  as a result  of an act of the  Purchasers  or the  Agent,
whether  existing at the time of the Purchase of such  Undivided  Interest or at
any time thereafter);

                  (v) the  failure to file,  or any delay in  filing,  financing
statements  or other  similar  instruments  or documents  under the UCC or other
applicable laws with respect to any Receivable,  all or any part of the Assigned
Collateral whether at the time of any Purchase or at any subsequent time;

                  (vi)  any  dispute,  claim,  offset  or  defense  (other  than
discharge  in  bankruptcy)  of the  obligor  to the  payment  of any  Receivable
(including,  without  limitation,  a defense based on the related  Receivable or
Receivable Documents not being the legal,

                                       83

<PAGE>



valid  and  binding  obligations  of  such  obligor  enforceable  against  it in
accordance  with its respective  terms),  or any other claim  resulting from the
sale of the services or goods related to such  Receivable  or the  furnishing or
failure to furnish such services or goods;

             (vii)         any failure of the Seller, as the Servicer or
otherwise, to perform its duties or obligations in accordance
with the provisions of Article 10; and

            (viii) any Tax, all interest and  penalties  thereon or with respect
thereto, and all out-of-pocket costs and expenses, including the reasonable fees
and expenses of counsel in defending against the same, which may arise by reason
of the purchase or ownership of any Undivided Interest, or other interest in the
Assigned  Collateral or Facility  Documents other than Taxes upon or measured by
net income, gross receipts or profits of the Indemnified Party;  indemnification
in  respect  of any such  amounts  shall be in an amount  necessary  to make the
Indemnified  Party whole after taking into account any tax  consequences  to the
Indemnified Party of the receipt of the indemnity  provided  hereunder or of any
refund of any Tax previously indemnified hereunder, including the effect of such
tax or refund on the amount of tax  measured  by net income,  gross  receipts or
profits which is or was payable by the Indemnified Party.

The indemnities provided herein shall survive the termination of this Agreement.

                                   ARTICLE 15

                                  MISCELLANEOUS

         Section 15.1  Repurchases  for  Administrative  Convenience.  If on any
Settlement  Date,  the Aggregate Net  Investment is less than or equal to lot of
the maximum  Aggregate Net Investment on any date prior to such Settlement Date,
the Seller  shall be entitled to  repurchase  all (but not less than all) of the
Undivided  Interests from the Purchasers on such Settlement Date. To effect such
repurchase,  the Seller shall give the Agent at least three Business Days, prior
written notice  thereof and on the  Settlement  Date shall tender payment of the
repurchase price calculated as hereinafter  provided.  The Seller shall pay such
repurchase  price in cash to the  Agent  (for the  benefit  of the Agent and the
Purchasers)  in an amount  equal to the sum of (i)  unpaid  Earned  Yield on the
Aggregate Net Investment  accrued to and including the date of repurchase,  (ii)
the Aggregate Net Investment, (iii) accrued but unpaid Commitment Fees, (iv) all
other Obligations that are then due and payable, including,  without limitation,
any Obligations which may arise under

                                       84

<PAGE>



Section 3.6 as a result of such  repurchase  and (v) the amount of the Servicing
Fee accrued to and including the date of repurchase  (which amount shall be paid
to the Master  Servicer).  Upon receipt of such funds,  the Purchasers  shall be
obligated to reconvey their Undivided  Interests and all Assigned  Collateral to
the Seller  pursuant  to an  assignment  in form  reasonably  acceptable  to the
Seller,  the Agent and the Purchasers,  but without  representation  or warranty
except for a several  representation  and warranty from each  Purchaser that the
Undivided  Interests and all Assigned  Collateral assigned are free and clear of
Liens created by or arising under such Purchaser.

         Section  15.2  Substitution  of  Receivables.  On any  Settlement  Date
occurring on or before the  Commitment  Termination  Date, the Seller may remove
any Receivable  that is either a Defaulted  Receivable or is otherwise no longer
an  Eligible  Receivable;  provided,  however,  that  simultaneously  with  such
removal, Seller shall substitute a new Receivable which can be either a Right to
Use Receivable or a Mortgage Loan Receivable which is an Eligible  Receivable as
of the time of substitution and which has an Outstanding Principal Balance equal
to or greater than the  Outstanding  Principal  Balance of the Receivable  being
removed  from the  Receivables  Pool.  After the  Commitment  Termination  Date,
provided that no Notice Date has occurred, on any Settlement Date the Seller may
remove any Receivable  which is a Defaulted  Receivable or which is no longer an
Eligible  Receivable  from  the  Receivables  Pool;  provided,   however,   that
simultaneously  with such removal,  the Seller shall substitute a new Receivable
which is an  Eligible  Receivable  as of the time of  substitution,  which has a
final  maturity date not later than the final  maturity  date of the  Receivable
being removed from the Receivables  Pool and which has an outstanding  Principal
Balance  equal to or  greater  than the  Outstanding  Principal  Balance  of the
Receivable  being removed from the Receivables  Pool. Any new Receivables  being
substituted  for Receivables  being removed from the  Receivables  Pool shall be
separately identified on the related Settlement Statement.

         Section 15.3 No Waiver; Remedies Cumulative. No failure by the Agent or
any  Purchaser  to exercise,  and no delay in  exercising,  any right,  power or
remedy under this  Agreement or any other  Facility  Document shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right, power or
remedy under this Agreement or any other Facility Document preclude any other or
further  exercise  thereof or the exercise of any other right,  power or remedy.
The exercise of any right,  power or remedy shall in no event  constitute a cure
or waiver of any Unmatured  Termination  Event or  Termination  Event under this
Agreement  nor prejudice the right of the Agent or any Purchaser in the exercise
of any right  hereunder  or under any other  Facility  Document.  The rights and
remedies provided herein and

                                       85

<PAGE>



therein are cumulative and not exclusive of any right of remedy
provided by law.

         Section 15.4  Governing  Law.  This  Agreement  and the other  Facility
Documents  shall be governed by and  construed in  accordance  with the internal
laws of the State of Washington  except to the extent that the  perfection  (and
the effect of perfection or nonperfection) of the interests of the Purchasers in
all or any  part  of the  Assigned  Collateral  is  governed  by the  laws  of a
jurisdiction other than the State of Washington.

         Section 15.5 Notices.  All demands,  notices and  communications  under
this Agreement shall be in writing,  personally delivered or mailed by certified
mail,  return  receipt  requested,  or  sent  by air  courier  or by  telephonic
facsimile  transmission and shall be deemed to have been duly given upon receipt
in the case of:

                  (i)      TW HOLDINGS, INC.
                           c/o Trendwest Resorts, Inc.
                           12301 N.E. 10th Place
                           Bellevue, WA  98005
                           Attention:  Gary A. Florence
                           Telephone:  (206) 990-2300
                           Telecopier: (206) 990-2302

                  (ii)     Trendwest Resorts, Inc.
                           12301 N.E. 10th Place
                           Bellevue, WA  98005
                           Attention:  Gary A. Florence
                           Telephone:  (206) 990-2300
                           Telecopier: (206) 990-2302

            (iii)          The Purchasers
                           c/o Seafirst Bank
                           701 Fifth Avenue
                           12th Floor
                           Seattle, WA 98104
                           Attention:  Gordon H. Gray
                           Telephone:  (206) 358-3012
                           Telecopier: (206) 358-3113

                  (iv)     Seafirst Bank, as Agent
                           701 Fifth Avenue
                           16th Floor
                           Seattle, WA 98104
                           Attention:  Ken Puro
                           Telephone:  (206) 358-0138
                           Telecopier: (206) 358-0971


                                       86

<PAGE>



Any of the  foregoing  addresses  can be changed by written  notice to the other
parties to this Agreement.

         Section 15.6 Severability. Any provision of this Agreement or any other
Facility  Document  which is prohibited or unenforce-  able in any  jurisdiction
shall as to such  jurisdiction be ineffective to the extent of such  prohibition
or  unenforceability  without  invalidating the remaining  provisions  hereof or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.  To the extent  permitted by applicable law, the parties waive any
provision of law which renders any provision hereof  prohibited or unenforceable
in any respect.

         Section  15.7 Entire  Agreement;  Amendment.  This  Agreement,  the Fee
Letter and the other Facility  Documents to which the Seller is a party comprise
the entire  agreement  of the parties  hereto and may not be amended or modified
except by written  agreement  of the Seller and the Agent.  No provision of this
Agreement may be waived except in writing and then only in the specific instance
and for the specific purpose for which given.

         Section 15.8 Submission to Jurisdiction:  Etc. Each party hereto hereby
irrevocably (a) submits to the  jurisdiction  of any Washington  State or United
States  federal  court  sitting  in  Seattle,  Washington,  over any  action  or
proceeding arising out of or relating to any Facility Document;  (b) agrees that
all claims in respect to such action or proceeding  may be heard and  determined
in such state or United States federal court; (c) waives,  to the fullest extent
it  may  effectively  do  so,  the  defense  of an  inconvenient  forum  to  the
maintenance  of such  action  or  proceeding;  (d) in the  case  of the  Seller,
consents to the service of any and all process in any such action or  proceeding
by the mailing of copies of such  process to the Seller at its address  provided
in  Section  15.5;  (e)  agrees  that a final  judgment  in any such  action  or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the judgment or in any other manner provided by law; and (f) in the case
of the Seller,  agrees not to institute any legal action or  proceeding  against
the Agent or the Purchasers or the  directors,  officers,  employees,  agents or
property of any thereof, arising out of or relating to any Facility Document, in
any court other than (i) any  Washington  state or United  States  federal court
sitting  in  Seattle,  Washington  or (ii) in the case of an  action  against  a
particular  Purchaser,  any court  sitting at the  location  of the  Purchasers,
principal  place of business.  Nothing in this Section shall affect the right of
the Agent or any Purchaser to serve legal process in any other manner  permitted
by law or to bring any action or  proceeding  against the Seller or its property
in the courts of any other jurisdiction.


                                       87

<PAGE>



         Section 15.9 Waiver of Jury Trial.  Each party hereto  waives any right
to a trial by jury in any action or  proceeding  to enforce or defend any rights
under  or  relating  to this  agreement,  any  other  Facility  Document  or any
amendment,  instrument,  document  or  agreement  delivered  or which may in the
future be delivered  in  connection  herewith or arising  from any  relationship
existing in connection with this Agreement or any other Facility  Document,  and
agrees that (i) any such action or proceeding  shall be tried before a court and
not before a jury and (ii) any party hereto may file an original  counterpart or
a copy of this  Agreement  with any court as written  evidence of the consent of
any other party or parties hereto to the waiver of its or their right to a trial
by jury.

         Section  15.10   Captions  and   Cross-References;   Incorporation   by
Reference.  The various captions  (including,  without limitation,  the table of
contents) in this  Agreement  are included  for  convenience  only and shall not
affect  the  meaning  or  interpretation  of any  provision  of this  Agreement.
References  in this  Agreement to any  Section,  Schedule or Exhibit are to such
Section,  Schedule  or  Exhibit  of this  Agreement,  as the  case  may be.  The
Schedules and the Exhibits hereto are hereby  incorporated by reference and made
a part of this Agreement.

         Section  15.11  Counterparts.  This  Agreement  may be  executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original and all of which when taken together shall  constitute one and the same
Agreement.

         Section 15.12 Confidentiality.  Each party hereto agrees, insofar as it
is legally  possible to do so, to use its best efforts to keep in confidence the
terms of this Agreement and all information  furnished or which may hereafter be
furnished to it pursuant to the provisions of this Agreement including,  without
limitation,  information relating to the Receivables;  provided,  however,  that
this Section shall not prohibit  disclosure (i) to Purchasers;  (ii) required or
requested by any regulatory  authority  having  jurisdiction  over such party or
otherwise required by law; (iii) of information  otherwise  lawfully  obtainable
from other  sources;  (iv) to  attorneys  and  accountants  for their  review in
connection  with the  performance  of their duties;  (v) to any  Participant  or
prospective  Participant or Assignee Purchaser;  or (vi) to the extent such duty
of confidentiality is waived by the applicable party hereunder.

         Section   15.13   Resale  of   Receivables.   In   connection   with  a
securitization of Receivables, the Agent may from time to time at the request of
the Seller and with prior  notice to each  Purchaser,  resell some or all of the
Receivables  at a  price  equal  to the  aggregate  amount  of  the  Purchasers'
Investment  relating to such  Receivables,  plus the unpaid Earned Yield accrued
thereon to

                                       88

<PAGE>



the date of Resale. In connection with such resales of Receivables, the Agent is
authorized to disclaim  expressly all present and  after-acquired  rights of the
Agent and Purchasers in and to the resold Receivables.  The Agent may enter into
such  agreements as it deems necessary or appropriate to effectuate such resales
of Receivables  and related  disclaimers  of interest.  The Agent shall promptly
distribute to the Purchasers their Pro Rata Shares of all proceeds of resales of
Receivables  and if the  distribution  occurs before the Commitment  Termination
Date, the Commitment  Amount shall increase by so much of the distribution as is
attributable to return of the Purchasers' Investment.

               Section 15.14 Oral Agreements Not Enforceable. ORAL AGREEMENTS OR
ORAL  COMMITMENTS  TO LOAN MONEY,  EXTEND  CREDIT OR TO FORBEAR  FROM  ENFORCING
REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.


               IN WITNESS WHEREOF,  the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                               TW HOLDINGS, INC., as Seller



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________


                               TRENDWEST RESORTS, INC., as Master
                               Servicer



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________


                               BANK OF AMERICA NATIONAL TRUST AND
                               SAVINGS ASSOCIATION doing business as
                               SEAFIRST BANK, as Agent



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________


                                       89

<PAGE>




                               BANK OF AMERICA NATIONAL TRUST AND
                               SAVINGS ASSOCIATION doing business as
                               SEAFIRST BANK, as Purchaser



                                By ____________________________________
                                   Name:  _____________________________
                                   Title: _____________________________


                               FIRST NATIONAL BANK OF CHICAGO



                                By ____________________________________
                                   Name:  _____________________________
                                   Title: _____________________________


                                SOCIETE GENERALE



                                By ____________________________________
                                   Name:  _____________________________
                                   Title: _____________________________


                                THE BANK OF TOKYO-MITSUBISHI, LTD., as
                                Purchaser



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________


                               KEYBANK NATIONAL ASSOCIATION



                              By ____________________________________
                                 Name:  _____________________________
                                 Title: _____________________________




                                       90

<PAGE>


                              SANWA BANK CALIFORNIA



                              By ____________________________________
                                 Name:  _____________________________
                                 Title: _____________________________


                              FIRST SECURITY BANK OF IDAHO, N.A.



                              By ____________________________________
                                 Name:  _____________________________
                                 Title: _____________________________


                              U.S. BANK



                              By ____________________________________
                                 Name:  _____________________________
                                 Title: _____________________________



                                       91