EXHIBIT 10.27
                                                              [EXECUTION COPY]








                         RECEIVABLES PURCHASE AGREEMENT


                         dated as of September 28, 2001

                                      Among

                        TW HOLDINGS III, INC., as Seller,

                      TRENDWEST RESORTS, INC., as Servicer,

                           WELLS FARGO BANK MINNESOTA,
                       NATIONAL ASSOCIATION, as Custodian,

                    THE FINANCIAL INSTITUTIONS, party hereto,

                       JUPITER SECURITIZATION CORPORATION,

                             BLUE KEEL FUNDING, LLC,

                  FLEET SECURITIES, INC., as an Investor Agent,

     BANK ONE, NA (MAIN OFFICE CHICAGO), as an Investor Agent and as Agent,

                                       and

                   BANK ONE TRUST COMPANY, NA, as Paying Agent



<PAGE>


                                                 TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                               Page
PRELIMINARY STATEMENTS
         <S>                                                                                                     <C>
         PURCHASE ARRANGEMENTS
         Section 1.1       Purchase Facility......................................................................2
         Section 1.2       Increases.  ...........................................................................2
         Section 1.3       Decreases..............................................................................3
         Section 1.4       Payment Requirements...................................................................3
         Section 1.5       Repurchase or Substitution for Charged-Off and Defaulted Receivables...................4
         Section 1.6       Upgrades...............................................................................6
         Section 1.7       Assignment to Blue Keel................................................................6

ARTICLE II
         PAYMENTS AND COLLECTIONS
         Section 2.1       Payments...............................................................................7
         Section 2.2       Distributions Prior to Amortization Date...............................................8
         Section 2.3       Distributions Following Amortization Date.............................................10
         Section 2.4       Sharing of Applications...............................................................11
         Section 2.5       Payment Recission.....................................................................11
         Section 2.6       Maintenance of Purchaser Interests.  .................................................11
         Section 2.7       Clean Up Call.........................................................................11
         Section 2.8       Designated Accounts...................................................................11
         Section 2.9       Investment of Amounts in Designated Accounts..........................................12
         Section 2.10      Procedures for Substitution and Release of Receivables................................12
         Section 2.11      Deemed Collections....................................................................14
         Section 2.12      Terminating Purchasers................................................................14

ARTICLE III
         CONDUIT FUNDING
         Section 3.1       CP Costs..............................................................................15
         Section 3.2       CP Costs Payments.....................................................................15
         Section 3.3       Calculation of CP Costs and Carrying and Servicing Costs..............................15

ARTICLE IV
         FINANCIAL INSTITUTION FUNDING
         Section 4.1       Financial Institution Funding.........................................................15
         Section 4.2       Yield Payments........................................................................16


                                                         i

<PAGE>


                                                                                                               Page

         Section 4.3       Selection and Continuation of Tranche Periods.........................................16
         Section 4.4       Financial Institution Discount Rates..................................................16
         Section 4.5       Suspension of the LIBO Rate...........................................................16

ARTICLE V
         REPRESENTATIONS AND WARRANTIES
         Section 5.1       Representations and Warranties of the Trendwest Parties...............................17

ARTICLE VI
         CONDITIONS OF PURCHASES
         Section 6.1       Conditions Precedent to Effectiveness of Agreement....................................23
         Section 6.2       Conditions Precedent to All Purchases.................................................23

ARTICLE VII
         COVENANTS
         Section 7.1       Affirmative Covenants of the Trendwest Parties........................................24
         Section 7.2       Negative Covenants of the Trendwest Parties...........................................33

ARTICLE VIII
         ADMINISTRATION AND COLLECTION
         Section 8.1       Designation of Servicer...............................................................34
         Section 8.2       Duties of Servicer....................................................................35
         Section 8.3       Collections Following an Amortization Event...........................................36
         Section 8.4       Responsibilities of the RPA Seller....................................................37
         Section 8.5       Reports...............................................................................37
         Section 8.6       Servicing Fees........................................................................37
         Section 8.7       TWRI Financial Covenants..............................................................37

ARTICLE IX
         HEDGING
         Section 9.1       Hedge Event...........................................................................38
         Section 9.2       Hedge Accumulation Period.............................................................38

ARTICLE X
         AMORTIZATION EVENTS
         Section 10.1      Amortization Events...................................................................39
         Section 10.2      Remedies..............................................................................42



                                                        ii

<PAGE>


                                                                                                               Page


ARTICLE XI
         INDEMNIFICATION
         Section 11.1      Indemnities by the Trendwest Parties..................................................42
         Section 11.2      Increased Cost and Reduced Return.....................................................45
         Section 11.3      Other Costs and Expenses..............................................................46
         Section 11.4      Allocations...........................................................................46

ARTICLE XII
         THE AGENT
         Section 12.1      Authorization and Action..............................................................47
         Section 12.2      Delegation of Duties..................................................................47
         Section 12.3      Exculpatory Provisions................................................................47
         Section 12.4      Reliance by Agent.....................................................................48
         Section 12.5      Non-Reliance on Agent and Other Purchasers............................................48
         Section 12.6      Reimbursement and Indemnification.....................................................48
         Section 12.7      Agent in its Individual Capacity......................................................49
         Section 12.8      Successor Agent.......................................................................49

ARTICLE XIII
         ASSIGNMENTS; PARTICIPATIONS
         Section 13.1      Assignments...........................................................................49
         Section 13.2      Participations........................................................................50

ARTICLE XIV
         THE INVESTOR AGENTS
         Section 14.1      Authorization and Action..............................................................50
         Section 14.2      Delegation of Duties..................................................................51
         Section 14.3      Exculpatory Provisions................................................................51
         Section 14.4      Reliance by Investor Agent............................................................51
         Section 14.5      Non-Reliance on Investor Agent and Other Purchasers...................................52
         Section 14.6      Reimbursement and Indemnification.....................................................52
         Section 14.7      Investor Agent in its Individual Capacity.............................................52
         Section 14.8      Successor Investor Agent..............................................................53

ARTICLE XV
         THE CUSTODIAN
         Section 15.1      Appointment of Custodian; Delivery of Records; Verification...........................53
         Section 15.2      Receipts..............................................................................54
         Section 15.3      Duties of Custodian...................................................................55



                                                        iii

<PAGE>


                                                                                                               Page

         Section 15.4      Representations and Warranties of Custodian...........................................56
         Section 15.5      Adverse Interests.....................................................................57
         Section 15.6      Termination or Resignation of Custodian...............................................57

ARTICLE XVI
         MISCELLANEOUS
         Section 16.1      Waivers and Amendments................................................................58
         Section 16.2      Notices...............................................................................59
         Section 16.3      Ratable Payments......................................................................59
         Section 16.4      Protection of Ownership Interests of the Purchasers...................................60
         Section 16.5      Confidentiality.......................................................................61
         Section 16.6      Bankruptcy Petition...................................................................61
         Section 16.7      Limitation of Liability...............................................................62
         Section 16.8      CHOICE OF LAW.........................................................................62
         Section 16.9      CONSENT TO JURISDICTION...............................................................62
         Section 16.10     WAIVER OF JURY TRIAL..................................................................62
         Section 16.11     Integration; Binding Effect; Survival of Terms........................................63
         Section 16.12     Counterparts; Severability; Section References........................................63
         Section 16.13     Bank Roles............................................................................64
         Section 16.14     Characterization......................................................................64
         Section 16.15     Nonrecourse Nature of Transactions....................................................65


</Table>

                                                        iv

<PAGE>





                             Exhibits and Schedules

Exhibit I         Definitions

Exhibit II        Form of Purchase Notice

Exhibit III       Places of Business of the Trendwest Parties; Locations of
                  Records; Federal Employer Identification Number(s)

Exhibit IV        Form of Seller Direction

Exhibit V         Form of Compliance Certificate

Exhibit VI        Form of Assignment Agreement

Exhibit VII       Credit and Collection Policies

Exhibit VIII      Forms of Installment Sale Contracts

Exhibit IX        Form of Monthly Report

Exhibit X         Request for Release

Exhibit XI        Receipt

Exhibit XII       Account Numbers

Exhibit XIII      Schedule of Custodian Fees

Exhibit XIV       Form(s) of Mortgage Note(s)

Exhibit XV        Form of FI Assignment Document (First Step)

Exhibit XVI       Form of FI Assignment Document (Second Step)

Schedule A        Commitments of Financial Institutions

Schedule B        Documents to be Delivered to the Agent on or Prior to the
                  Initial Purchase

Schedule C        Existing Environmental Claims


                                                         v

<PAGE>



                         RECEIVABLES PURCHASE AGREEMENT

     This Receivables Purchase Agreement dated as of September 28, 2001 is among

     (a) TW Holdings III, Inc., a Delaware corporation ("RPA Seller");

     (b) Trendwest  Resorts,  Inc., an Oregon  corporation,  as initial Servicer
("TWRI") and, together with the RPA Seller, the "Trendwest Parties";

     (c) Wells Fargo Bank Minnesota, National Association, as Custodian;

     (d) the funding  entities listed on Schedule A to this Agreement  (together
with  their  respective   successors  and  assigns  hereunder,   the  "Financial
Institutions");

     (e) Jupiter Securitization  Corporation, a Delaware corporation ("Jupiter")
and Blue Keel Funding, LLC, a Delaware limited liability company, ("Blue Keel"),
as Conduits;

     (f) Fleet Securities,  Inc. ("FSI"), a New York corporation, as an Investor
Agent;

     (g) Fleet National Bank ("Fleet") as a Financial Institution; and

     (h) Bank One Trust  Company,  NA, as paying  agent to the extent  described
herein (the "Paying  Agent") and Bank One, NA (Main Office Chicago) as agent for
the Purchasers  hereunder or any successor  agent  hereunder  (together with its
successors and assigns  hereunder,  the "Agent"),  as an Investor Agent and as a
Financial Institution.

     Unless defined elsewhere  herein,  capitalized terms used in this Agreement
shall have the meanings assigned to such terms in Exhibit I.


                             PRELIMINARY STATEMENTS

     The RPA Seller has previously  sold,  transferred and assigned to the Agent
on  behalf of  Jupiter  Purchaser  Interests  from  time to time  pursuant  to a
Receivables Purchase Agreement dated as of January 7, 2000 among the RPA Seller,
TWRI,  Sage  Systems,  Inc.,  as Custodian,  the  Financial  Institutions  party
thereto,  Jupiter,  the Paying Agent and the Agent, further amended by Amendment
No. 1 to Receivables  Purchase Agreement,  dated as of August 2, 2000, Amendment
No. 2 to  Receivables  Purchase  Agreement,  dated as of  August  8,  2000,  and
Amendment No. 3 to Receivables  Purchase Agreement,  dated as of January 4, 2001
(as so amended, the "Previous Purchase Agreement").




                                        1

<PAGE>



                  The parties to the Previous Purchase Agreement desire to amend
and restate the Previous Purchase Agreement and to continue to transfer and
assign Purchaser Interests from time to time, and Blue Keel, FSI and Fleet
desire to become parties thereto.

     Jupiter  and Blue  Keel  may,  each in its  absolute  and sole  discretion,
purchase  Purchaser  Interests  from  the  RPA  Seller  from  time to  time,  in
accordance with their respective Group Limits.

     In the event  that a Conduit  declines  to make any  purchase  its  related
Financial  Institution  shall,  at the  request  of  the  RPA  Seller,  purchase
Purchaser Interests from time to time. In addition,  each Financial  Institution
has agreed to provide a liquidity facility to each Conduit in its Group.

     This Agreement shall amend and restate the Previous  Purchase  Agreement in
its entirety.

     In  accordance  with the terms  hereof:  Bank One,  NA will act as Agent on
behalf of the  Investor  Agents and  Purchasers,  Bank One will act as  Investor
Agent on behalf of the  Purchasers  in its Group,  and FSI will act as  Investor
Agent on behalf of the Purchasers in its Group.


                                    ARTICLE I
                              PURCHASE ARRANGEMENTS

     Section  1.1  Purchase  Facility.   Immediately  prior  to  the  Assignment
specified in Section 1.7,  Bank One as Investor  Agent on behalf of Jupiter will
own 100% of the Purchaser Interests Immediately following such assignment,  each
Investor  Agent on  behalf of its  related  Conduit,  will own a portion  of the
aggregate Purchaser Interests,  apportioned ratably in accordance with its Group
Limit. Upon the terms and subject to the conditions  hereof, the RPA Seller may,
at its option,  sell and assign  further  Purchaser  Interests to each  Investor
Agent for the benefit of one or more of the Purchasers in its applicable  Group.
Such sales and  assignments  shall be made  ratably to the Investor  Agents,  in
accordance  with each  applicable  Group Limit.  During the period from the date
hereof  to but not  including  the  earlier  to  occur of the  Revolving  Period
Termination Date and the Facility Termination Date, in accordance with the terms
and  conditions  set forth  herein,  a Conduit may, at its option,  instruct its
Investor  Agent to purchase on behalf of such Conduit (or if such Conduit  shall
decline to  purchase,  such  Investor  Agent shall  purchase,  on behalf of such
Conduit's related Financial  Institutions) Purchaser Interests from time to time
in an amount  which,  when added to the  existing  Purchaser  Interests  of such
Group,  shall not cause the aggregate  Capital of such Group to exceed its Group
Limit.

     Section  1.2  Increases.  The RPA Seller  shall  provide the Agent and each
Investor Agent with at least two Business Days' prior notice in a form set forth
as Exhibit II hereto of the Initial



                                       2
<PAGE>



Purchase  (which  shall  not  occur  sooner  then the  Effective  Date) and each
Incremental  Purchase (a  "Purchase  Notice").  Each  Purchase  Notice  shall be
subject  to  Section  6.2  hereof  and,  except  as set  forth  below,  shall be
irrevocable and shall specify (i) the requested  Purchase Price (which shall not
be less than $2,500,000) and date of purchase (ii) the allocation of such amount
among each of the Groups (which shall be proportional to the Group Limit of each
Group)  and  (iii) in the case of an  Incremental  Purchase  to be  funded  by a
Financial  Institution,  the requested  Discount Rate and Tranche  Period.  Each
Purchase  Notice shall  include a Schedule of  Receivables  for any  Receivables
either  being  sold  under the Sale  Agreement  on the date of such  Incremental
Purchase  or which  were  sold  under the Sale  Agreement  since the date of the
preceding Incremental Purchase.  The RPA Seller may submit to the Agent and each
Investor  Agent no more than two  Purchase  Notices  during any Accrual  Period.
Following receipt of a Purchase Notice, the Investor Agent for each Conduit will
determine  whether  such  Conduit  agrees  to make the  purchase.  If a  Conduit
declines  to make a proposed  purchase,  the RPA Seller may cancel the  Purchase
Notice or, in the absence of such a cancellation,  the  Incremental  Purchase of
the Purchaser  Interest  will be made by the such  Conduit's  related  Financial
Institutions. On the date of each Incremental Purchase, upon satisfaction of the
applicable  conditions  precedent  set  forth  in  Article  VI,  the  applicable
Purchasers  shall deposit to an account of the RPA Seller  designated by the RPA
Seller in the Purchase Notice,  in immediately  available funds, an amount equal
to (i) in the case of a Conduit,  the aggregate  Purchase Price of the Purchaser
Interests such Conduit is then purchasing,  with such payment to be initiated no
later  than  2:00 p.m.  (Chicago  time),  or (ii) in the case of such  Conduit's
related Financial  Institutions,  each such related Financial  Institution's Pro
Rata  Share of the  aggregate  Purchase  Price of the  Purchaser  Interests  the
related Financial Institutions are purchasing.

     Section 1.3 Decreases.  On each Settlement  Date prior to the  Amortization
Date, the Monthly  Available Funds shall be applied to reduce Capital (i) to the
extent described in clause fourth and clause tenth of Section 2.2(a) and (ii) to
the extent  determined by the RPA Seller,  to the extent Monthly Available Funds
are available to be applied  pursuant to clause eleventh of Section  2.2(a).  On
each Settlement Date on or following to the Amortization  Date, the Amortization
Period  Available  Funds  shall be  applied  to  reduce  Capital  to the  extent
described in clause fourth of Section 2.3. Servicer shall include in the Monthly
Report delivered  pursuant to Section 8.5 on each Monthly Report Date the amount
of the Monthly  Available  Funds or  Amortization  Period  Available  Funds,  as
applicable,  that will be applied  pursuant  to Section  2.2 or Section  2.3, as
applicable,  to reduce Capital on the related  Settlement Date. All amounts paid
pursuant to clauses  fourth and eleventh of Section  2.2(a) and clause fourth of
Section 2.3 shall be applied to the Purchaser  Interests of each Group,  ratably
in accordance  with the Capital of all Purchaser  Interests of such Group.  Each
such Group shall apply such amounts to the  Purchaser  Interests of each Conduit
and its related Financial  Institutions in accordance with the amount of Capital
(if any) owing to such Conduit,  on the one hand,  and the amount of Capital (if
any)  owing to such  related  Financial  Institutions  (ratably,  based on their
respective Pro Rata Shares), on the other hand.

     Section 1.4 Payment  Requirements.  All amounts to be paid or  deposited by
any Trendwest Party pursuant to any provision of this Agreement shall be paid or
deposited in



                                       3
<PAGE>



accordance with the terms hereof no later than 10:00 a.m.  (Chicago time) on the
day when due in immediately  available  funds,  and if not received before 10:00
a.m.  (Chicago  time)  shall be deemed  to be  received  on the next  succeeding
Business  Day. If such  amounts are payable in reduction of Capital or otherwise
to a Purchaser  they shall be paid to the  Investor  Agent for such  Purchaser's
Group at the address for such Investor Agent indicated on the signature pages to
this Agreement until otherwise notified by such Investor Agent. All computations
of Yield,  per annum fees calculated as part of any CP Costs, and per annum fees
hereunder  and under the Fee Letters shall be made on the basis of a year of 360
days for the actual number of days  elapsed.  If any amount  hereunder  shall be
payable on a day which is not a Business  Day,  such amount  shall be payable on
the next succeeding Business Day.

     Section 1.5  Repurchase  or  Substitution  for  Charged-Off  and  Defaulted
Receivables.

     (a) On any Settlement  Date,  the RSA Seller may, at its option,  cause the
Investor Agents to convey back to RPA Seller the interest of the Investor Agents
in (x) to the extent permitted  pursuant to Section 1.5(d), any Receivable which
constituted a Charged-Off Receivable, an Undocumented Receivable, or a Defaulted
Receivable  as of the  last day of the  related  Accrual  Period  and (y) to the
extent permitted by Section 1.5(f),  any Timeshare  Interest which constituted a
Repossessed Timeshare Interest as of the last day of the related Accrual Period.
If an  Originator  chooses to exercise the  reconveyance  option as permitted by
this Section 1.5, the Servicer shall cause such  Originator to provide the Agent
and each Investor  Agent with  irrevocable  written notice on the Monthly Report
Date preceding such Settlement Date of its intention to cause such  reconveyance
to occur,  which notice shall (i) state the amount of each form of consideration
described  in Sections  1.5(b) and 1.5(e)  which  shall be paid to the  Investor
Agent on such  Settlement  Date,  (ii)  identify  the  Charged-Off  Receivables,
Undocumented  Receivables  or Defaulted  Receivables to be reconveyed to the RPA
Seller and (iii)  otherwise be  satisfactory  in form and substance to Agent and
the applicable  Investor Agent. On such Settlement  Date,  Agent shall execute a
Request  for  Release  in  accordance  with  Section  2.10 for such  Charged-Off
Receivables,   Undocumented   Receivables  or  Defaulted  Receivables,   without
representation or warranty.

     (b) As  consideration  for any reconveyance  pursuant to Section  1.5(a)(x)
which occurs on a Settlement Date prior to the earlier to occur of the Revolving
Period  Termination Date and the Amortization Date, the RPA Seller shall provide
to each Investor Agent, on behalf of the Purchasers in its Group:

     (i) first,  additional  Purchaser  Interests in the RPA  Seller's  existing
Receivables  (so long as such  additional  Purchaser  Interests do not cause the
aggregate Purchaser Interests to exceed 100%);

     (ii) second,  if the aggregate  Purchaser  Interests as described in clause
(i) would exceed 100%,  then the RPA Seller shall  acquire  additional  Eligible
Receivables  pursuant  to the Sale  Agreement  which  will  cause the  aggregate
Purchaser Interests to be equal to or less




                                       4
<PAGE>



than 100%, to the extent that such  Receivables are available to RPA Seller (and
in compliance  with all  provisions in the Sale  Agreement and in this Agreement
for the  acquisition  of  Receivables,  including  the  provisions  of  Sections
2.10(a)); and

     (iii) third,  to the extent that the Purchaser  Interests would continue to
exceed 100%, the RPA Seller shall pay to the Investor Agents for the Purchasers,
in immediately  available  funds, an amount to be applied to reduce Capital such
that the Purchaser Interests shall not exceed 100%.

     (c) As consideration for any reconveyance  which occurs pursuant to Section
1.5(a)(x),  on any  Settlement  Date on or following the earlier to occur of the
Revolving  Period  Termination  Date and the  Amortization  Date, the RPA Seller
shall deposit into the Collection  Account in immediately  available  funds,  an
amount equal to 100% of the  Outstanding  Balance of such  Receivable  as of the
last day of the related Accrual Period.

     (d) The  aggregate  Outstanding  Balance  of  Charged-Off  Receivables  and
Defaulted  Receivables  reconveyed pursuant to Section 1.5(a)(x) shall (i) at no
time exceed 10% of the result of (A) the aggregate initial  Outstanding  Balance
of all  Receivables  conveyed  from the RSA  Seller to the RPA Seller on all RSA
Purchase  Dates  reduced  by  (B)  the  aggregate  Outstanding  Balance  of  all
Receivables  subsequently  reconveyed from the RPA Seller to the RSA Seller, and
(ii) (A) for the RSA Year beginning  January 7, 2001 not exceed  $15,000,000 and
(B) for the RSA Year beginning  January 7, 2002,  and each  subsequent RSA Year,
not exceed $17,500,000.

     (e) As consideration for any reconveyance  pursuant to Section 1.5(a)(y) of
a Repossessed  Timeshare  Interest,  on the applicable  Settlement Date, the RPA
Seller shall deposit into the Collection Account in immediately  available funds
an amount equal to 25% of the  original  purchase  price paid by the  defaulting
Obligor for such Timeshare Interest.

     (f) The RPA Seller may not repurchase  Repossessed  Timeshare  Interests at
any time pursuant to Section  1.5(a)(y) unless each of the following  conditions
is satisfied:

     (i) either the Amortization  Date or the Revolving Period  Termination Date
has occurred;

     (ii) The RPA Seller  has  theretofore  repurchased  the  maximum  amount of
Charged-off Receivables and Defaulted Receivables permitted to be repurchased at
such time pursuant to Sections 1.5(a)(x) and 1.5(d); and

     (iii) the aggregate Outstanding Balance of all Charged-off  Receivables and
Defaulted Receivables related to Repossessed Timeshare Interests which have been
repurchased pursuant to Section 1.5(a)(y),  including the Repossessed  Timeshare
Interests to be repurchased on such  Settlement  Date, does not exceed an amount
equal to 5.0% of the




                                       5
<PAGE>



Outstanding  Balance of Eligible  Receivables  as of the earlier to occur of the
Amortization Date and the Revolving Period Termination Date.

The RPA Seller may not repurchase any Repossessed  Timeshare  Interests relating
to a  Charged-off  Receivable  or a Defaulted  Receivable  unless the RPA Seller
repurchases  all  of  the  Repossessed  Timeshare  Interests  relating  to  such
Charged-off Receivable or Defaulted Receivable at such time.

     (g) The rights of the RPA Seller pursuant to this Section 1.5 to repurchase
Charged-off  Receivables,  Defaulted Receivables,  Undocumented  Receivables and
Repossessed  Timeshare  Interests shall be subject and subordinate to the rights
of the Agent  pursuant to Section 10.2 to sell,  dispose or otherwise  liquidate
the  Receivables  and  the  Related  Security  following  the  occurrence  of an
Amortization  Event.  Such  rights  of the RPA  Seller  shall  not  apply to any
Charged-off  Receivables,  Defaulted  Receivables,  Undocumented  Receivables or
Repossessed  Timeshare  Interests  which an Investor  Agent or any  Servicer has
sold,  nor  shall  they  apply  to  any   Charged-off   Receivables,   Defaulted
Receivables,  Undocumented  Receivables or Repossessed Timeshare Interests as to
which an Investor  Agent or any Servicer has provided at least five (5) Business
Days prior notice to the RPA Seller of its intention so to sell  (unless,  prior
to the expiration of such five (5) Business Days, the RPA Seller has irrevocably
committed  to purchase  such  Charged-off  Receivables,  Defaulted  Receivables,
Undocumented   Receivables  or  Repossessed  Timeshare  Interests  on  the  next
succeeding Settlement Date).

     Section 1.6 Upgrades.  In connection with an Upgrade by an Obligor, (i) the
RPA Seller  shall  acquire the Upgrade  Contract  from the RSA Seller or the RTA
Seller pursuant to the Sale Agreement or the Transfer Agreement,  as applicable,
upon which acquisition each then outstanding Purchaser Interest shall include an
interest  in the  Receivable  (the  "Upgrade  Receivable")  represented  by such
Upgrade  Contract (and in the Related  Security and Collections  with respect to
such Upgrade  Receivable)  and (ii) upon such  acquisition by the RPA Seller and
compliance  by the RPA Seller with  Section  2.10,  the  Investor  Agents  shall
release all of their  interests in the  existing  Receivable  (the  "Pre-Upgrade
Receivable") in respect of which such Upgrade occurred.

     Section 1.7 Assignment to Blue Keel.

     (a) On the date on  which  all of the  conditions  precedent  set  forth in
Section 6.1 have been satisfied (the  "Effective  Date"),  Jupiter will sell and
assign  to Blue  Keel,  and Blue  Keel  will  purchase  from  Jupiter,  a 42.86%
undivided  interest in and to the Purchaser  Interest held by Jupiter (excluding
CP Costs and fees accrued to but excluding  the  Effective  Date) for a purchase
price  of  $15,585,639.97.  On the  Effective  Date,  each  of the  interest  so
purchased  by Blue Keel and the  interest  retained  by Jupiter  shall  become a
separate Purchaser Interest for all purposes under the Transaction Documents.



                                       6


<PAGE>



     (b) Jupiter hereby:

     (i)  represents  and warrants that it is now, and on the Effective  Date it
will be, the legal and  beneficial  owner of the interest  being  assigned by it
under this  Section 1.7 and that such  interest is free and clear of any Adverse
Claim;

     (ii) makes no representation or warranty and assumes no responsibility with
respect to any statement, warranties or representations made in or in connection
with the  Previous  Purchase  Agreement  or any  other  instrument  or  document
furnished pursuant thereto or the execution, legality, validity, enforceability,
genuineness,  sufficiency  or value of the  Previous  Purchase  Agreement or any
other instrument or document furnished pursuant thereto; and

     (iii) makes no  representation  or warranty  and assumes no  responsibility
with  respect  to the  financial  condition  of  the  Trendwest  Parties  or the
performance or observance by the Trendwest  Parties of any of their  obligations
under the  Previous  Purchase  Agreement  or any other  instrument  or  document
furnished pursuant thereto.

     (c) Blue Keel agrees that it will,  independently and without reliance upon
the Agent, any Investor Agent, Jupiter or any other Purchaser, and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement.


                                   ARTICLE II
                            PAYMENTS AND COLLECTIONS

     Section 2.1 Payments.  Notwithstanding any limitation on recourse contained
in this  Agreement,  the RPA  Seller  shall  immediately  pay when due,  for the
account of the relevant Purchaser or Purchasers on a full recourse basis,

     (a)  such  fees as set  forth  in the Fee  Letters  (which  fees  shall  be
sufficient to pay all fees owing to the Financial Institutions);

     (b) all amounts payable as Yield;

     (c) all amounts  payable as Deemed  Collections  (which shall be applied in
accordance with Sections 2.2 and 2.3 hereof);





                                       7

<PAGE>

     (d) all amounts payable pursuant to Article XI, if any;

     (e)  all  Servicer  costs  and  expenses  in  connection   with  servicing,
administering and collecting the Receivables (to the extent not paid directly to
the Servicer);

     (f) all Broken Funding Costs;

     (g) all fees owing to the Paying Agent;

     (h) all Hedging Costs incurred by the Agent or the Purchasers; and

     (i) all Default Fees (collectively, the "Obligations").

     If any Person  fails to pay any of the  Obligations  when due,  such Person
agrees to pay,  on demand,  the  Default  Fee in  respect  thereof  until  paid.
Notwithstanding the foregoing, no provision of this Agreement or the Fee Letters
shall require the payment or permit the  collection of any amounts  hereunder in
excess of the maximum permitted by applicable law. If at any time the RPA Seller
receives any Collections or is deemed to receive any Collections, the RPA Seller
shall  immediately  deposit  such  Collections  or  Deemed  Collections  to  the
Collection  Account and, at all times prior to such  payment,  such  Collections
shall  be held in trust  by the RPA  Seller  for the  exclusive  benefit  of the
Investor Agents, the Purchasers and the Agent.

     Section 2.2 Distributions Prior to Amortization Date.

     (a) On each  Settlement  Date prior to the  Amortization  Date,  the Paying
Agent shall distribute all Monthly Available Funds with respect to the preceding
Accrual Period in the following order of priority,  based upon the  instructions
set forth in the Monthly Report prepared by the Servicer:

     first, if TWRI or one of its Affiliates is not then acting as the Servicer,
such Monthly  Available  Funds shall be applied to the payment of the  Successor
Servicer fee;

     second,  any Monthly  Available  Funds  remaining  after the application in
clause  first  shall be applied to the  reimbursement  of the  Agent's  costs of
collection and enforcement of this Agreement;

     third,  any Monthly  Available Funds  remaining  after the  applications in
clauses first and second shall be paid ratably to each Investor  Agent (or to an
account  designated by such Investor  Agent) for the ratable  application to all
accrued and unpaid fees under the Fee Letters, CP Costs and Yield;


                                       8


<PAGE>


     fourth, if the aggregate Purchaser Interests exceed 100% as of the last day
of the related Accrual Period,  any Monthly  Available Funds remaining after the
applications in clauses first through third shall be applied to the reduction of
Aggregate  Capital to the extent  necessary  to reduce the  aggregate  Purchaser
Interests to 100%;

     fifth,  any Monthly  Available Funds  remaining  after the  applications in
clauses  first through  fourth shall be applied to ratable  payment of all other
unpaid Obligations (other than Servicer fees and costs and Deemed Collections);

     sixth,  if the amount of Monthly  Available Funds on deposit in the Reserve
Account is less than the Reserve Account Required Amount,  any Monthly Available
Funds remaining  after the  applications in clauses first through fifth shall be
deposited in the Reserve  Account  until the amount  therein  equals the Reserve
Account Required Amount;

     seventh, if a Hedge Accumulation Period is in effect, any Monthly Available
Funds remaining  after the  applications in clauses first through sixth shall be
deposited in the Hedge Account;

     eighth,  if an Amortization  Event has occurred and is continuing,  but the
Agent has not  declared  the  Amortization  Date to have  occurred  pursuant  to
Section 10.2, then any Monthly  Available Funds remaining after the applications
described in clauses  first  through  seventh  shall be deposited in the Reserve
Account;

     ninth,  any Monthly  Available Funds  remaining  after the  applications in
clauses first through  eighth shall be applied to payment to the Servicer of the
servicing fee specified in Section 8.6;

     tenth,  any Monthly  Available Funds  remaining  after the  applications in
clauses  first  through  ninth shall be applied to reduce to zero the Capital of
all Purchaser Interests of Terminating Purchasers;

     eleventh,  any Monthly  Available Funds remaining after the applications in
clauses first through tenth shall be applied to reduce Aggregate Capital, to the
extent so specified in a Monthly Report as provided in Section 1.3; and

     twelfth,  any Monthly  Available Funds remaining after the  applications in
clauses first through eleventh shall be paid to the RPA Seller.

     (b) If, on any Settlement Date prior to the Amortization  Date, the Monthly
Available Funds available to be applied pursuant to Section 2.2(a) are less than
the amounts  specified in clauses first  through  fifth of Section  2.2(a) (such
shortfall being a "Monthly Shortfall"), then the Paying Agent shall, as provided
in the Monthly  Report,  withdraw from the Reserve Account the lesser of (i) the
Monthly Shortfall and (ii) the amount of funds in the Reserve Account, and shall



                                       9

<PAGE>



apply such withdrawn funds to unpaid amounts  specified in clauses first through
fifth of Section 2.2(a), in the order of priority therein specified.

     Section 2.3 Distributions  Following  Amortization Date. On each Settlement
Date on or following the  Amortization  Date, the Paying Agent shall  distribute
all Amortization  Period  Available Funds with respect to the preceding  Accrual
Period in the following order of priority, based upon the instructions set forth
in the Monthly Report prepared by the Servicer:

     first, if TWRI or one of its Affiliates is not then acting as the Servicer,
such Amortization  Period Available Funds shall be applied to the payment of the
Successor  Servicer Fee and to the payment of any fees then due and owing to the
Custodian, such fees to be assessed in accordance with Exhibit XIII hereto;

     second,  any  Amortization  Period  Available  Funds  remaining  after  the
application  in clause first shall be paid to the Agent for  application  to the
reimbursement  of the  Agent's  costs  of  collection  and  enforcement  of this
Agreement;

     third,  any  Amortization   Period  Available  Funds  remaining  after  the
applications  in clauses first and second shall be paid ratably to each Investor
Agent (or to an account  designated  by such  Investor  Agent)  for the  ratable
application  to all  accrued  and unpaid  fees under the Fee  Letters and all CP
Costs and Yield;

     fourth,  any  Amortization  Period  Available  Funds  remaining  after  the
applications  in clauses first through third shall be applied ratably to Capital
to the extent  necessary  to reduce the Capital of all  Purchaser  Interests  to
zero;

     fifth,  any  Amortization   Period  Available  Funds  remaining  after  the
applications  in clauses first through  fourth shall be applied  ratably for the
ratable payment of all other unpaid  Obligations  (other than Servicer costs and
Deemed Collections) and other Aggregate Unpaids;

     sixth, if TWRI or one of its Affiliates is then acting as the Servicer, any
Amortization  Period Available Funds remaining after the applications in clauses
first through fifth shall be paid to the Servicer ratably for the application to
the  servicing fee specified in Section 8.6 and to the Custodian for the payment
of any fee then due and  owing to the  Custodian,  such fees to be  assessed  in
accordance with Exhibit XIII hereto;


                                       10

<PAGE>

     seventh,  any  Amortization  Period  Available  Funds  remaining  after the
applications in clauses first through sixth shall be paid to the RPA Seller.

     Section 2.4 Sharing of Applications.  Monthly Available Funds, Amortization
Period  Available  Funds and other  amounts  applied to the payment of Aggregate
Capital and other  Aggregate  Unpaids  pursuant to Section 2.2 and Section  2.3,
shall be  distributed in accordance  with the  aforementioned  provisions,  and,
giving effect to each of the  priorities  set forth in such  Sections,  shall be
shared ratably (within each priority) (i) if such application is made in respect
of  Aggregate  Capital,  then with each  Purchaser on the basis of the amount of
Capital of Purchaser  Interest of such Purchaser and (ii) if such application is
made in respect of Aggregate Unpaids (other than Aggregate Capital) owing to the
Agent,  the Investor  Agents and the  Purchasers,  then in  accordance  with the
amount of such Aggregate Unpaids (other than Aggregate Capital) owing to each of
them in respect of each such priority.

     Section 2.5 Payment  Recission.  No payment of any of the Aggregate Unpaids
shall be considered  paid or applied  hereunder to the extent that, at any time,
all or any portion of such payment or application is rescinded by application of
law or judicial  authority,  or must  otherwise  be returned or refunded for any
reason.  The RPA Seller shall remain  obligated for the amount of any payment or
application  so rescinded,  returned or refunded,  and shall promptly pay to the
Agent (for  application  to the Person or Persons who suffered  such  recission,
return or refund) the full amount thereof, plus the Default Fee from the date of
any such recission, return or refunding.

     Section 2.6 Maintenance of Purchaser Interests. The RPA Seller shall ensure
that the aggregate Purchaser Interests of the Purchasers shall at no time exceed
100%.  If the  aggregate of the Purchaser  Interests of the  Purchasers  exceeds
100%,  the RPA Seller shall  immediately  pay  (ratably,  based on the amount of
Capital of Purchaser  Interests  held by the  Purchasers  of each Group) to each
Investor  Agent an amount to be applied to reduce the  Capital of the  Purchaser
Interests  (as  allocated  within each Group by the Investor  Agent),  such that
after giving  effect to such payment the  aggregate of the  Purchaser  Interests
equals or is less than 100%.

     Section 2.7 Clean Up Call. In addition to the RPA Seller's  rights pursuant
to Section  1.3 and  Section  1.5,  the RPA Seller  shall have the right  (after
providing written notice to the Agent and the Investor Agents in accordance with
the Required Notice Period),  at any time following the reduction of the Capital
to a level that is less than 10.0% of the original Purchase Limit, to repurchase
from  the  Purchasers  all,  but not less  than  all,  of the  then  outstanding
Purchaser  Interests.  The purchase price in respect  thereof shall be an amount
equal to the Aggregate  Unpaids through the date of such repurchase,  payable in
immediately  available funds.  Such repurchase shall be without  representation,
warranty or recourse of any kind by, on the part of, or against any Purchaser or
Investor Agent or the Agent.

                                       11

<PAGE>

     Section 2.8 Designated  Accounts.  The Servicer shall establish the Reserve
Account,  the Hedge  Account,  and the  Collection  Account  (collectively,  the
"Designated Accounts") as follows:

     (a) The Servicer, for the benefit of the Agent, the Investor Agents and the
Purchasers,  shall  maintain with the corporate  trust  department of the Paying
Agent a trust account  bearing the  designation  "TW Holdings III, Inc.  Reserve
Account" (the "Reserve  Account") to include money and other property  deposited
and held therein pursuant to Section 2.2 and Section 6.2. The Reserve Account is
and shall be the  property of the RPA Seller  subject to the rights of the Agent
and the Investor Agents in the property held in the Reserve Account.

     (b) The Servicer, for the benefit of the Agent, the Investor Agents and the
Purchasers,  shall  maintain with the corporate  trust  department of the Paying
Agent a trust account  bearing the  designation  "TW Holdings  III,  Inc.  Hedge
Account" (the "Hedge Account") to include money and other property deposited and
held therein  pursuant to Section 2.2 and Section 9.4. The Hedge  Account is and
shall be the  property of the RPA Seller  subject to the rights of the Agent and
the Investor Agents in the property held in the Hedge Account.

     (c) The Servicer, for the benefit of the Agent, the Investor Agents and the
Purchasers,  shall  maintain with the corporate  trust  department of the Paying
Agent a trust account bearing the designation "TW Holdings III, Inc.  Collection
Account" (the "Collection Account").  The Collection Account is and shall be the
property of the RPA Seller  subject to the rights of the Agent and the  Investor
Agents in the property held in the Collection Account.

     Section 2.9  Investment  of Amounts in  Designated  Accounts.  The Servicer
shall  direct the  Paying  Agent,  in  writing,  to invest  the  amounts in each
Designated  Account in Eligible  Investments which shall mature on or before the
next following Settlement Date;  provided,  however, it is understood and agreed
that the  Paying  Agent  shall  not be  liable  for any loss  arising  from such
investment in Eligible Investments or incurred as a result of the liquidation of
any  investment  prior to its stated  maturity or the failure of the Servicer to
provide timely, written investment direction. In no event shall the Paying Agent
be liable for the selection of Eligible Investments. The Paying Agent shall have
no obligation to invest or reinvest any amounts held hereunder in the absence of
written investment direction. All such Eligible Investments shall be held by the
Paying Agent for the benefit of the Investor Agents on behalf of the Purchasers.
Eligible  Investments  shall be selected  that mature so that such funds will be
available  at the opening of business on the day  preceding  the next  following
Settlement  Date.  On the Business  Day  preceding  each  Settlement  Date,  all
interest and other investment income (net of losses and investment  expenses) on
funds on deposit  therein shall be withdrawn  from each  Designated  Account and
shall be deposited in the Collection Account.


                                       12


<PAGE>

     Section 2.10 Procedures for Substitution and Release of Receivables.

     (a) The obligation of the Agent pursuant to Section  2.10(b) to release its
interests in Receivables  described in clauses (i) and (ii) of the definition of
Released  Receivables  following the acquisition by the RPA Seller of (i) one or
more  additional  Eligible  Receivables  for the  purpose  specified  in Section
1.5(a)(ii) or (ii) an Upgrade Receivable as contemplated in Section 1.6 shall be
subject to the satisfaction by the RPA Seller,  the Custodian and the RSA Seller
or the RTA Seller (as  applicable)  of the  conditions  precedent  specified  in
Section 15.1 and 15.2 on or before the applicable RSA Purchase Date for any such
additional Eligible Receivable or Upgrade Receivable.

     (b) The Agent shall  release its interest in each Released  Receivable  and
the related Receivable  Documents by executing and delivering to the Custodian a
request for release  substantially in the form attached as Exhibit X (a "Request
for Release")  prepared by the  Servicer.  Pursuant to such Request for Release,
the Agent shall assign to the RPA Seller without  representation or warranty and
without recourse its right,  title and interest in such Released  Receivable and
the  related  Receivable  Documents.  Upon such  execution  and  delivery,  such
Receivable will be released from the lien of the Agent,  the Investor Agents and
the Purchasers.

     (c) (i) Upon satisfaction of the conditions  precedent specified in Section
2.10(c)(ii),  the Agent and each Investor  Agent shall each release its interest
in certain  Receivables and the related  Receivable  Documents from time to time
following the delivery to the Agent and the Investor  Agents of a certificate of
the RPA Seller (each a "Seller Direction"), substantially in the form of Exhibit
IV hereto.  In connection  with such release,  the Agent shall deliver a Request
for Release to the  Custodian,  pursuant to which the Agent shall assign without
recourse,  representation  or warranty,  its right,  title, and interest in such
Receivables  and the  Related  Receivable  Documents.  Upon  the  execution  and
delivery of a Seller  Direction and Request for Release and  satisfaction of the
such conditions precedent, the applicable Receivables shall be released from the
lien of the Agent, the Investor Agents and the Purchasers.

     (ii) The Agent shall not effect a release  pursuant  to Section  2.10(c)(i)
unless each of the following conditions precedent has been satisfied on or prior
to the date of such release:

     (A) No Hedge Event,  Potential  Amortization  Event or  Amortization  Event
shall have occurred and be continuing or shall result from such release;

     (B) the RPA Seller  shall have  deposited  into the  Collection  Account in
respect of such release an amount equal to the  Outstanding  Balance of all such
Receivables plus all accrued and unpaid interest thereon; and


                                       13



<PAGE>


     (C) other than with respect to a release  occurring  on a Settlement  Date,
the RPA Seller shall have (x) deposited  into the  Collection  Account an amount
equal to Broken  Funding  Costs with respect to such release and (y) provided to
Agent  and the  Investor  Agents  a  Seller  Direction  five  days  prior to the
requested date for such release.

     Section 2.11 Deemed  Collections.  The RPA Seller  hereby agrees to pay all
Deemed  Collections  immediately  to the  Servicer on the date on which they are
deemed to be received.  Such Deemed  Collections  shall  constitute  part of the
Monthly Available Funds,  shall be deposited by the Servicer into the Collection
Account within one Business Day of the date they are deemed to be received,  and
shall be applied  pursuant  to  Section  2.2 and 2.3.  Upon the  deposit of such
Deemed  Collections  into the  Collection  Account,  the Agent shall release its
interest in the related Diluted Receivable as provided in Section 2.10(b).

     Section 2.12 Terminating Purchasers.

     (a)  Terminating  Conduits.  Any Conduit whose  Investor Agent has given at
least one  Business  Day's notice to the RPA Seller and Agent may give notice of
its  intention to not make any further  Incremental  Purchases  reinvestment  (a
"Terminating  Conduit").  Upon  receipt  of notice of such  termination,  unless
revoked pursuant to instructions from such Terminating Conduit's Investor Agent,
no additional Incremental Purchases will be made by such Terminating Conduit.

     (b) Terminating Financial Institution.  Upon the RPA Seller's request, made
not more than 90 nor less than 45 days prior to the Liquidity  Termination Date,
each  Financial  Institution  hereby  agrees to  deliver  written  notice to the
Investor  Agents  and the  Agent  and the RPA  Seller  indicating  whether  such
Financial  Institution  intends to renew its Commitment  hereunder and under its
Liquidity  Agreement.  Each Financial  Institution  will deliver such notice not
less than 30 days prior to the  Liquidity  Termination  Date.  If any  Financial
Institution fails to deliver such notice on or prior to the date that is 30 days
prior to the Liquidity  Termination  Date,  such Financial  Institution  will be
deemed to have  declined to renew its  Commitment  (each  Financial  Institution
which has declined or has been deemed to have  declined to renew its  Commitment
hereunder,  a "Terminating Financial  Institution").  The Investor Agent and the
Agent shall promptly  notify the Conduit and the RPA Seller of each  Terminating
Financial Institution.

     (c) Upon reduction to zero of the Capital of all of the Purchaser Interests
of a Terminating Purchaser (after application of Collections thereto pursuant to
Sections 2.2 and 2.3) all rights and obligations of such  Terminating  Purchaser
hereunder shall be terminated and such Terminating  Purchaser shall no longer be
a "Financial  Institution"  or "Conduit",  as applicable,  hereunder;  provided,
however,  that the  provisions  of  Article X shall  continue  in effect for its
benefit with respect to Purchaser  Interests held by such Terminating  Purchaser
prior to its termination as a Financial Institution or Conduit, as applicable.


                                       14

<PAGE>

                                   ARTICLE III
                                 CONDUIT FUNDING

     Section 3.1 CP Costs. The RPA Seller shall pay CP Costs with respect to the
Capital  associated with each Purchaser  Interest of a Conduit for each day that
any Capital in respect of such Purchaser Interest is outstanding. Each Purchaser
Interest funded  substantially  with Allocated  Commercial Paper issued by or on
behalf of a Conduit will accrue CP Costs each day on such  Allocated  Commercial
Paper. Each Purchaser Interest funded substantially with Pooled Commercial Paper
issued by or on behalf of a Conduit  will accrue CP Costs each day on a pro rata
basis,  based upon the percentage share the Capital in respect of such Purchaser
Interest  represents  in relation to all assets held by such  Conduit and funded
substantially with Pooled Commercial Paper.

     Section 3.2 CP Costs  Payments.  On each  Settlement  Date,  the RPA Seller
shall pay to each  Investor  Agent (for the benefit of its related  Conduits) an
aggregate  amount  equal to all  accrued  and  unpaid CP Costs in respect of the
Capital  associated  with  all  Purchaser  Interests  of  such  Conduit  for the
immediately preceding Accrual Period in accordance with Article II.

     Section 3.3  Calculation of CP Costs and Carrying and Servicing  Costs.  On
each  Determination  Date, the Agent shall calculate the aggregate  amount of CP
Costs for the applicable  Accrual Period and shall notify the RPA Seller and the
Servicer of such aggregate amount. Two Business Days prior to each Determination
Date,  each Investor  Agent shall  calculate for the Purchasers in its Group the
amount  of (i) CP Costs for such  Accrual  Period in  respect  of the  Purchaser
Interests of its Group,  (ii) Yield  allocable to such Accrual Period in respect
of the  Purchaser  Interests  of its  Group  and (iii) all fees set forth in the
applicable  Fee Letter  which are  allocable to such  Accrual  Period,  and such
Investor  Agent  shall  deliver a report of such  amounts to the Agent.  On each
Determination  Date,  the Agent shall  calculate  the amount of the Carrying and
Servicing Costs for the applicable  Accrual Period (based on such reports and on
its  determination  of those  components of Carrying and Servicing  Costs not so
reported) and shall notify the RPA Seller and the Servicer of such amount.


                                   ARTICLE IV
                          FINANCIAL INSTITUTION FUNDING

     Section 4.1 Financial  Institution Funding. Each Purchaser Interest held by
a  Financial  Institution  shall  accrue  Yield for each day during its  Tranche
Period at either  the LIBO Rate or the Prime Rate in  accordance  with the terms
and  conditions  hereof.  Until the RPA Seller gives notice to the Agent and the
applicable  Investor Agent of another  Discount Rate in accordance  with Section
4.4, the initial  Discount  Rate for any  Purchaser  Interest  transferred  to a
Financial  Institution  pursuant to the terms and conditions hereof shall be the
Prime Rate. If a Financial  Institution acquires by assignment from a Conduit in
its Group  any  Purchaser  Interest  pursuant  to a  Liquidity  Agreement,  each
Purchaser Interest so assigned shall each be deemed to have a new Tranche Period
commencing on the date of any such assignment.


                                       15

<PAGE>

     Section  4.2 Yield  Payments.  On the  Settlement  Date for each  Purchaser
Interest held by a Financial Institution, RPA Seller shall pay to the applicable
Investor  Agent (for the benefit of such  Financial  Institution)  an  aggregate
amount  equal to the accrued and unpaid Yield for the entire  Tranche  Period of
each such Purchaser Interest in accordance with Article II.

     Section 4.3 Selection and Continuation of Tranche Periods.

     (a) With  consultation  from (and  approval by) the Investor  Agent for the
related Group,  the RPA Seller shall from time to time request  Tranche  Periods
for the Purchaser  Interests held by the Financial  Institutions  of such Group,
provided  that,  if at any time the Financial  Institutions  of such Group shall
hold a Purchaser  Interest,  the RPA Seller shall always request Tranche Periods
such that at least one  Tranche  Period  shall end on the 20th day of each month
(or, if such day is not a Business Day, then on the next Business Day).

     (b) The RPA Seller or the applicable  Investor Agent may,  effective on the
last  day of a  Tranche  Period  for  any  Purchaser  Interest  (a  "Terminating
Tranche"),  divide any such Purchaser Interest into multiple Purchaser Interests
or  combine  any  such  Purchaser  Interest  with  one or more  other  Purchaser
Interests  which are either ending on such day or are newly created on such day,
provided  that,  in no event may a  Purchaser  Interest of a Conduit be combined
with a Purchaser Interest of a Financial Institution.

     Section 4.4 Financial Institution Discount Rates. The RPA Seller may select
the LIBO Rate or the  Prime  Rate for each  Purchaser  Interest  purchased  by a
Financial Institution. The RPA Seller shall by 11:00 a.m. (Chicago time): (i) at
least three (3) Business Days prior to the expiration of any Terminating Tranche
with respect to which the LIBO Rate is being  requested  as a new Discount  Rate
and  (ii)  at  least  one  (1)  Business  Day  prior  to the  expiration  of any
Terminating Tranche with respect to which the Prime Rate is being requested as a
new Discount Rate, give the applicable  Investor Agent irrevocable notice of the
new Discount Rate for the Purchaser  Interest  associated with such  Terminating
Tranche.


     Section  4.5  Suspension  of the LIBO Rate.  If any  Financial  Institution
notifies its Investor  Agent and the Agent that it has  determined  that funding
its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a
LIBO Rate would violate any applicable  law, rule,  regulation,  or directive of
any  governmental  or regulatory  authority,  whether or not having the force of
law, or that (i) deposits of a type and maturity  appropriate  to match fund its
Purchaser  Interests at such LIBO Rate are not  available or (ii) such LIBO Rate
does not  accurately  reflect the cost of acquiring or  maintaining  a Purchaser
Interest at such LIBO Rate,  then the Agent shall  (solely  with  respect to the
affected Financial  Institution)  suspend the availability of such LIBO Rate and
require the RPA Seller to select the Prime Rate for such Financial Institution's
Purchaser Interest accruing Yield at such LIBO Rate.

                                       16


<PAGE>

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     Section 5.1 Representations  and Warranties of the Trendwest Parties.  Each
Trendwest Party hereby represents and warrants to the Agent, the Investor Agents
and the Purchasers, as to




itself,  and TWRI hereby  represents  as to  WorldMark  (to the extent  specific
reference to WorldMark is made) that:

     (a) Corporate  Existence and Power.  Such Trendwest  Party is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of its
state of  incorporation,  and is duly  qualified  to do business  and is in good
standing as a foreign corporation, and has and holds all corporate power and all
governmental licenses, authorizations,  consents and approvals required to carry
on its business in each jurisdiction in which its business is conducted,  except
where the failure to so qualify or so hold could not  reasonably  be expected to
have a Material Adverse Effect.

     (b) Power and  Authority;  Due  Authorization  Execution and Delivery.  The
execution and delivery by such Trendwest  Party of this Agreement and each other
Transaction  Document  to  which  it is a  party,  and  the  performance  of its
obligations hereunder and thereunder and, in the case of the RPA Seller, the RPA
Seller's  use of the  proceeds  of  purchases  made  hereunder,  are  within its
corporate  powers and authority  and have been duly  authorized by all necessary
corporate action on its part. This Agreement and each other Transaction Document
to which such Trendwest Party is a party has been duly executed and delivered by
such Trendwest Party.

     (c) No Conflict. The execution and delivery by such Trendwest Party of this
Agreement and each other  Transaction  Document to which it is a party,  and the
performance of its obligations  hereunder and  thereunder,  do not contravene or
violate (i) its certificate or articles of  incorporation  or by-laws,  (ii) any
law,  rule or  regulation  applicable  to it, (iii) any  restrictions  under any
agreement,  contract or  instrument to which it is a party or by which it or any
of its property is bound, or (iv) any order, writ, judgment,  award,  injunction
or decree  binding on or affecting it or its property,  and do not result in the
creation or imposition of any Adverse Claim on assets of such Trendwest Party or
its Subsidiaries (except as created hereunder);  and no transaction contemplated
hereby requires compliance with any bulk sales act or similar law.

     (d)  Governmental  Authorization.  Other than the  filing of the  Financing
Statements required hereunder,  no authorization or approval or other action by,
and no notice to or filing with, any  governmental  authority or regulatory body
is required for the due execution and delivery by such  Trendwest  Party of this
Agreement  and each other  Transaction  Document  to which it is a party and the
performance of its obligations hereunder and thereunder.

                                       17

<PAGE>

     (e) Actions, Suits.

     (i) There are no actions,  suits or proceedings  pending, or to the best of
such Trendwest Party's knowledge, threatened, against or affecting it, or any of
its properties, in or before any court, arbitrator or other body.

     (ii) There are no actions,  suits or proceedings pending, or to the best of
such Trendwest Party's knowledge,  threatened, against or affecting Servicer, or
any of its or  WorldMark's  properties,  in or before any court,  arbitrator  or
other body, that could be reasonably expected to have a Material Adverse Effect.

     (iii) Such  Trendwest  Party is not in default with respect to any order of
any court, arbitrator or governmental body.

     (f) Binding Effect.  This Agreement and each other Transaction  Document to
which such Trendwest  Party is a party  constitute the legal,  valid and binding
obligations of such Trendwest Party enforceable  against such Trendwest Party in
accordance  with  their  respective  terms,  except as such  enforcement  may be
limited by applicable  bankruptcy,  insolvency,  reorganization or other similar
laws  relating  to or  limiting  creditors'  rights  generally  and  by  general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding in equity or at law).

     (g) Accuracy of Information.  All information  heretofore furnished by such
Trendwest  Party or any of its Affiliates to the Agent,  the Investor  Agents or
the Purchasers for purposes of or in connection with this Agreement,  any of the
other Transaction  Documents or any transaction  contemplated  hereby or thereby
is, and all such information  hereafter furnished by such Trendwest Party or any
of its Affiliates to the Agent,  the Investor  Agents or the Purchasers will be,
true and  accurate in every  material  respect on the date such  information  is
stated or certified and does not and will not contain any material  misstatement
of fact or omit to  state a  material  fact or any  fact  necessary  to make the
statements contained therein not misleading.

     (h) Use of Proceeds. No proceeds of any purchase hereunder will be used (i)
for a purpose that violates, or would be inconsistent with, Regulation T, U or X
promulgated by the Board of Governors of the Federal Reserve System from time to
time or (ii) to acquire  any  security  in any  transaction  which is subject to
Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

                                       18

<PAGE>


     (i) Good  Title.  Immediately  prior to each  purchase  hereunder,  the RPA
Seller shall be the legal and beneficial  owner of the  Receivables  and Related
Security with respect thereto,  free and clear of any Adverse Claim,  other than
any  Adverse  Claim as the result of any action  taken by any  Purchaser  or any
Investor  Agent or by the  Agent.  There  have  been duly  filed  all  financing
statements or other similar instruments or documents necessary under the UCC (or
any comparable law) of all appropriate jurisdictions to perfect the RPA Seller's
ownership interest in each Receivable, its Collections and the Related Security.

     (j) Perfection.  This Agreement,  together with the filing of the Financing
Statements  contemplated  hereby, is effective to, and shall, upon each purchase
hereunder,  transfer to the relevant  Investor Agent and Purchaser or Purchasers
(and such Investor Agent and Purchaser or Purchasers  shall acquire from the RPA
Seller) a valid and perfected  first  priority  undivided  percentage  ownership
interest in each  Receivable  existing or  hereafter  arising and in the Related
Security and  Collections  with respect  thereto,  free and clear of any Adverse
Claim,  except as created  by the  Transaction  Documents.  There have been duly
filed  all  Financing  Statements  or other  similar  instruments  or  documents
necessary under the UCC (or any comparable law) of all appropriate jurisdictions
to perfect  the Agent's (on behalf of the  Investor  Agents and the  Purchasers)
ownership interest in the Receivables, the Related Security and the Collections.

     (k) Locations.  The  jurisdiction of organization  and principal  places of
business  of such  Trendwest  Party  and the  offices  where it keeps all of its
Records  are  located at the  address(es)  listed on  Exhibit  III or such other
locations  of which the Agent and the  Investor  Agents  have been  notified  in
accordance  with Section 7.2(a) in  jurisdictions  where all action  required to
register and organize such Trendwest Party has been taken and completed. The RPA
Seller's  Federal  Employer  Identification  Number  is  correctly  set forth on
Exhibit III.

     (l)  Collections.  The conditions and requirements set forth in Section 8.2
have at all times been satisfied and duly performed. The name and address of the
bank with which the Clearing  Account is established,  together with the account
numbers  of the  Clearing  Account  and the  Collection  Account,  are listed on
Exhibit XII.

     (m) Material Adverse Effect. Since December 31, 2000, no event has occurred
that would have a Material  Adverse Effect,  including a Material Adverse Effect
regarding the collectibility of the Receivables.

     (n)  Names.  In the  past  five  (5)  years,  RPA  Seller  has not used any
corporate  names,  trade names or assumed  names other than the name in which it
has executed this Agreement.


                                       19


<PAGE>

     (o) Ownership of the RPA Seller. TWRI owns, directly or indirectly, 100% of
the issued and  outstanding  capital stock of the RPA Seller,  free and clear of
any  Adverse  Claim.  Such  capital  stock is  validly  issued,  fully  paid and
nonassessable,  and there are no options,  warrants  or other  rights to acquire
securities of the RPA Seller.

     (p) Not a Holding Company or an Investment Company. Such Trendwest Party is
not a "holding company" or a "subsidiary holding company" of a "holding company"
within  the  meaning of the  Public  Utility  Holding  Company  Act of 1935,  as
amended,  or any successor  statute.  Such Trendwest Party is not an "investment
company"  within the meaning of the Investment  Company Act of 1940, as amended,
or any successor statute.

     (q) Compliance  with Law. Such Trendwest Party has complied in all respects
with  all  applicable  laws,  rules,  regulations,   orders,  writs,  judgments,
injunctions,  decrees  or awards to which it may be  subject.  Each  Receivable,
together with the Contract related thereto,  does not contravene any laws, rules
or  regulations  applicable  thereto  (including  laws,  rules  and  regulations
relating to truth in lending, fair credit billing, fair credit reporting,  equal
credit opportunity,  fair debt collection practices and privacy), and no part of
such Contract is in violation of any such law, rule or regulation.

     (r) Compliance with Credit and Collection Policy.  Such Trendwest Party has
complied in all material  respects  with the Credit and  Collection  Policy with
regard  to each  Receivable  and the  related  Contract,  and has not  made  any
material  change to such Credit and  Collection  Policy,  except  such  material
change as to which  the Agent and the  Investor  Agents  have been  notified  in
accordance with Section 7.1(a)(v).

     (s) Payments to Originators.

     (i) With respect to each Receivable transferred to the RPA Seller under the
Sale Agreement,  the RPA Seller has given reasonably equivalent value to the RSA
Seller  in  consideration  therefor,  and such  transfer  was not made for or on
account of an antecedent  debt. No transfer by the RSA Seller of any  Receivable
under  the  Sale  Agreement  is or may be  voidable  under  any  section  of the
Bankruptcy Reform Act of 1978 (11 U.S.C. ss.ss. 101 et seq.), as amended.

     (ii) With respect to each  Receivable  transferred  to the RSA Seller under
the Transfer Agreement,  the RSA Seller has given reasonably equivalent value to
the RTA Seller in consideration  therefor, and such transfer was not made for or
on  account  of an  antecedent  debt.  No  transfer  by any  RTA  Seller  of any
Receivable under the Transfer  Agreement is or may be voidable under any section
of the Bankruptcy Reform Act of 1978 (11 U.S.C. ss.ss. 101 et seq.), as amended.

                                       20


<PAGE>

     (t)  Enforceability  of  Contracts.  Each  Contract  with  respect  to each
Receivable is effective to create,  and has created,  a legal, valid and binding
obligation  of  the  related  Obligor  to pay  the  Outstanding  Balance  of the
Receivable  created  thereunder and any accrued  interest  thereon,  enforceable
against the Obligor in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws  relating  to or  limiting  creditors'  rights  generally  and  by  general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding in equity or at law).

     (u) Eligible  Receivables.  Each Receivable included in the Net Receivables
Balance as an  Eligible  Receivable  on the RSA  Purchase  Date was an  Eligible
Receivable on such RSA Purchase Date.

     (v) Net  Receivables  Balance.  Immediately  after  giving  effect  to each
purchase hereunder,  the Net Receivables Balance is at least equal to the sum of
(i) the aggregate Capital of all the Purchaser Interests plus (ii) the Aggregate
Reserves.

     (w) Mortgages and Mortgage Notes.  Each Fractional  Interest  Receivable is
evidenced  by a  Mortgage  Note and is  secured  by a  Mortgage  on the  related
Fractional  Interest  and  by no  other  collateral  (unless  a  first  priority
perfected  mortgage on or security  interest in such other  collateral  has been
created  in favor of the RSA Seller  and  assigned  by the RSA Seller to the RPA
Seller and by the RPA Seller to the Agent).  The Obligor  under each  Fractional
Interest  Receivable has been delivered the related deed, which was effective to
convey fee simple title to such Obligor in the related Fractional Interest,  and
such deed has been duly recorded or registered in the Applicable Jurisdiction in
accordance  with  applicable   laws.  All  applicable   intangibles   taxes  and
documentary sales taxes in respect of each Mortgage Note have been paid in full.
The Mortgage in respect of each Fractional Interest Receivable (i) names the RSA
Seller as the first  mortgagee,  (ii) creates a valid and  enforceable  mortgage
lien or deed of trust upon the related  Fractional  Interest in favor of the RSA
Seller,  subject to no liens,  encumbrances or claims other than Permitted Liens
and (iii) has not been assigned to any Person prior to the  assignments  thereof
pursuant to the FI Assignment Documents. 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 FI Unit of
the  benefits  of  the  security  interests  intended  to be  provided  thereby,
including by judicial  foreclosure;  and 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.

     (x)  Accounting.  The manner in which such Trendwest Party accounts for the
transactions  contemplated  by this  Agreement and the Sale  Agreement  does not
jeopardize the true sale analysis.

     (y) Title to WorldMark  Properties.  WorldMark,  directly or  beneficially,
owns good  record and  marketable  title in fee  simple  to, or valid  leasehold
interests in, all real property necessary or used in the ordinary conduct of its
business,  except for such defects in title as could not, individually or in the
aggregate, have a Material Adverse Effect. As of the date of this Agreement, the
real and  personal  property  of the RPA Seller is subject to no Adverse  Claims
other than Adverse Claims created under the Transaction Documents.


                                       21


<PAGE>

     (z) Liabilities of WorldMark. WorldMark:

     (i) has not voluntarily  incurred or at any time become  voluntarily liable
for any Indebtedness;

     (ii) has not  voluntarily  allowed its  property  to become  subject to any
Adverse Claims, nor is any of its property subject to any Adverse Claims,  other
than (A)  utility  or  other  easements  or  licenses  unrelated  to any debt of
WorldMark or (B) Adverse Claims that do not exceed, in aggregate, $100,000; and

     (iii) has not involuntarily  incurred and is not  involuntarily  liable for
any debt, nor is any of its property  involuntarily  subject to any Liens (other
than  utility  or  similar  easements  or  licenses  unrelated  to any  debt  of
WorldMark) that  individually or in the aggregate (with respect to all such debt
and the obligations secured by all such Adverse Claims) exceed $1,000,000.

     (aa) Environmental  Matters. TWRI has conducted its operations and kept and
maintained  its property in compliance  with all  Environmental  Laws.  TWRI has
performed its duties under its  management  agreement with WorldMark in material
compliance with all Environmental Laws.

     (bb) No Subsidiaries of WorldMark. WorldMark has no subsidiaries.

     (cc) Conformity of Receivable Documents.  The information set forth on each
Schedule of  Receivables  is accurate  and is  consistent  with the terms of the
related Receivable Documents delivered to the Custodian.

     (dd) Insurance. TWRI in its individual capacity and as property manager for
WorldMark  maintains  in effect,  or causes to be  maintained  in  effect,  such
property,  casualty and liability  insurance  covering its and WorldMark's  real
property  and  personal  property  as TWRI deems  appropriate  in its good faith
business judgement.

     (ee)  Compliance  with  Representations.  On  and as of the  date  of  each
purchase  of  a  Purchaser  Interest  hereunder,  each  Trendwest  Party  hereby
represents  and warrants that all of the other  representations  and  warranties
made by it set forth in this  Section  5.1 are true and correct on and as of the
date of such purchase (and after giving effect to such  purchase) as though made
on and as of each such date.


                                       22

<PAGE>

                                   ARTICLE VI
                             CONDITIONS OF PURCHASES

     Section  6.1  Conditions  Precedent  to  Effectiveness  of  Agreement.  The
effectiveness of this Agreement is subject to the conditions precedent that

     (a) the Agent and the Investor  Agents shall have received on or before the
date of such purchase those documents listed on Schedule B;

     (b) the Agent and the  Investor  Agents  shall have  received  all fees and
expenses  required  to be  paid on  such  date  pursuant  to the  terms  of this
Agreement and the Fee Letters; and

     (c) the Eagle Crest  Acquisition shall have occurred on the terms specified
in the  Acquisition  Agreement  and no  litigation  shall be filed or threatened
which challenges the Eagle Crest Acquisition.

     Section 6.2  Conditions  Precedent  to All  Purchases.  Each  purchase of a
Purchaser  Interest (other than pursuant to a Liquidity  Agreement) on and after
the Effective Date shall be subject to the further conditions precedent that:

     (a) the  Purchaser  shall  have  timely  delivered  to the  Agent  and each
Investor Agent a Purchase Notice, as specified in Section 1.2;

     (b) in the case of each such purchase, the Servicer shall have delivered to
the Agent and each Investor Agent on or prior to the date of such  purchase,  in
form and  substance  satisfactory  to the Agent  and the  Investor  Agents,  all
Monthly  Reports as and when due under Section 8.5, and, upon the Agent's or any
Investor Agent's  request,  the Servicer shall have delivered to such requesting
Agent or  Investor  Agent at least  three  (3) days  prior to such  purchase  an
interim Monthly Report showing the amount of Eligible Receivables;

     (c) the  representations  and  warranties of the RPA Seller made in Section
5.1 are true and  correct on and as of the date of such  purchase as though made
on and as of such date;

     (d) the Facility  Termination  Date shall not have occurred,  the Aggregate
Capital  shall  not  exceed  the  Purchase  Limit  and the  aggregate  Purchaser
Interests shall not exceed 100%;

                                       23
<PAGE>


     (e) no event has  occurred  and is  continuing,  or would  result from such
purchase that constitutes or would constitute an Amortization Event, a Potential
Amortization Event, or an Excess Aged Receivables Event;

     (f) all actions and  conditions  specified in Article XV of this  Agreement
which are to be taken or  satisfied  on or prior to an RSA  Purchase  Date shall
have been fully performed or satisfied;

     (g) the Agent and the  Investor  Agents  shall  have  received  such  other
approvals, opinions or documents as they may reasonably request;

     (h) the  amount  of funds  in the  Reserve  Account  (including  any  funds
deposited therein by RPA Seller in connection with such Purchase) shall equal at
least the Reserve Fund Required Amount following such Incremental Purchase; and

     (i) the Facility Termination Date shall not have occurred.

                                   ARTICLE VII
                                    COVENANTS

         Section 7.1 Affirmative Covenants of the Trendwest Parties. Until the
date on which the Aggregate Unpaids have been indefeasibly paid in full and this
Agreement terminates in accordance with its terms, each Trendwest Party hereby
covenants, as to itself, as set forth below:

     (a) Financial Reporting. Such Trendwest Party will maintain, for itself and
each of its Subsidiaries, a system of accounting established and administered in
accordance with GAAP, and furnish to the Agent and each Investor Agent:

     (i) Annual Reporting.  (A) For TWRI, within 90 days after the close of each
of its fiscal years,  audited,  unqualified  financial  statements  (which shall
include  balance  sheets,  statements  of income  and  retained  earnings  and a
statement  of  cash  flows)  certified  in  accordance  with  GAAP  by any Big 5
Accounting Firm or any other independent  public  accountants  acceptable to the
RPA Seller,  the Investor  Agents and Agent,  (B) for the RPA Seller,  within 90
days  after  the  close  of each of its  fiscal  years,  unaudited,  unqualified
financial statements (which may be internally prepared and shall include balance
sheets and statements of income) certified by an Authorized Officer, and (C) for
WorldMark,  within 120 days after the close of each of its fiscal years audited,
unqualified financial statements (which shall include balance sheets, statements
of income and  retained  earnings and a statement of cash flows) for such fiscal
year certified in accordance  with GAAP by any  independent  public  accountants
acceptable  to the RPA Seller and Agent  (including  Molatore,  Pugh,  McDaniel,
Scroggin & Co., LLP).

                                       24


<PAGE>


     (ii) Quarterly Reporting. Within 45 days after the close of the first three
(3) quarterly  periods of each of its  respective  fiscal years,  (A) for TWRI a
balance  sheet as at the close of each such period and  statements of income and
retained  earnings  and a  statement  of cash  flows  for the  period  from  the
beginning of such fiscal year to the end of such  quarter,  all  certified by an
Authorized Officer, and (B) for the RPA Seller and WorldMark,  balance sheets of
as at the close of each such period and statements of income for the period from
the beginning of such fiscal year to the end of such  quarter,  all certified by
an  Authorized  Officer.  All  quarterly  reports  delivered to pursuant to this
Section 7.1(a)(ii) may be unaudited and internally prepared.

     (iii)  Compliance  Certificate.  Together  with  the  financial  statements
required  hereunder,  a  compliance  certificate  in  substantially  the form of
Exhibit V signed by RPA Seller's  Authorized  Officer and dated the date of such
annual financial  statement or such quarterly financial  statement,  as the case
may be, together with copies of the certificates of TWRI and WorldMark delivered
pursuant to Section 4.1(a)(iii) of the Sale Agreement.

     (iv)  Shareholders  Statements and Reports.  Promptly upon the  furnishings
thereof to the  shareholders of the Originators or their  Affiliates,  copies of
all financial statements, reports and proxy statements so furnished.

     (v)  S.E.C.  Filings.  Promptly  upon the  filing  thereof,  copies  of all
registration statements and annual, quarterly,  monthly or other regular reports
which TWRI or its Affiliates or any of their  Subsidiaries may from time to time
file with the Securities and Exchange Commission.

     (vi) Copies of Notices.  Promptly  upon its receipt of any notice,  request
for consent, financial statements,  certification, report or other communication
under or in connection with any Transaction  Document from any Person other than
the Agent or Conduit, copies of the same.

     (vii)  Change in Credit and  Collection  Policy.  At least thirty (30) days
prior to the  effectiveness of any material change in or amendment to the Credit
and Collection Policy, a copy of the Credit and Collection Policy then in effect
and a notice indicating such change or amendment.

     (viii)  Other  Information.   Promptly,  from  time  to  time,  such  other
information,  documents,  records or reports  relating to the Receivables or the
condition or operations,  financial or otherwise, of RPA Seller as the Agent may
from time to time  reasonably  request in order to protect the  interests of the
Agent,  the Investor Agents and the Purchasers  under or as contemplated by this
Agreement.
                                       25

<PAGE>

     (b) Notices.  The RPA Seller will notify the Agent and each Investor  Agent
in writing of any of the  following  promptly  upon  learning of the  occurrence
thereof,  describing  the same and,  if  applicable,  the steps being taken with
respect thereto;

     (i) Trigger Events.  The occurrence of each Amortization  Event,  Potential
Amortization  Event,  Hedge  Event  and  Excess  Aged  Receivables  Event,  by a
statement of an Authorized Officer of the RPA Seller.

     (ii) Judgment and Proceedings.

     (A) The entry of (1) any judgment or decree against the Servicer, WorldMark
or any of their respective Subsidiaries if the aggregate amount of all judgments
and  decrees  then  outstanding  against  the  Servicer,   WorldMark  and  their
Subsidiaries exceeds $1,000,000,  or (2) any judgment whatsoever against the RPA
Seller.

     (B)  The  institution  of (1) any  litigation,  arbitration  proceeding  or
governmental  proceeding against the RPA Seller, or (2) any material litigation,
arbitration  proceeding or governmental  proceeding against Servicer, any of its
Subsidiaries, or WorldMark.

     (iii)  Material  Adverse  Effect.  The occurrence of any event or condition
that has, or could  reasonably be expected to have, a Material  Adverse  Effect,
including a Material Adverse Effect on the collectibility of the Receivables.

     (iv) Amortization Date. The occurrence of the "Amortization Date" under the
Sale Agreement.

     (v) Defaults Under Other Agreements.  The occurrence of an event of default
under any other material financing  arrangement pursuant to which such Trendwest
Party is a debtor or an obligor.

     (vi)  Downgrade  of the RSA  Seller.  Any  downgrade  in the  rating of any
Indebtedness  or  asset  backed  security  of  the  RSA  Seller,  or  any of its
Subsidiaries or Affiliates,  as applicable or as may become  applicable,  by any
nationally  recognized  rating agency,  setting forth the  Indebtedness or asset
backed security affected and the nature of such change.

     (vii) Default by Custodian. The occurrence of a default or event of default
under Article XV or any other provision of this Agreement by the Custodian.

                                       26

<PAGE>

     (viii)  Termination of Concord.  The  termination of Concord as Subservicer
for the Legacy Eagle Crest Receivables.

     (c) Compliance  with Laws and  Preservation  of Corporate  Existence.  Such
Trendwest Party will comply in all material  respects with all applicable  laws,
rules, regulations, orders, writs, judgments,  injunctions, decrees or awards to
which it may be subject.  Such  Trendwest  Party will  preserve and maintain its
corporate  existence,  rights,  franchises and privileges in the jurisdiction of
its  incorporation,  and  qualify  and remain  qualified  in good  standing as a
foreign corporation in each jurisdiction where its business is conducted.

     (d) Audits.

     (i) Such Trendwest  Party will furnish to the Agent and each Investor Agent
from time to time such information with respect to it and the Receivables as the
Agent or any Investor Agent may reasonably  request.  Such Trendwest Party will,
from time to time during regular business hours as requested by the Agent or any
Investor Agent upon reasonable notice permit the Agent or any Investor Agent, or
their agents or representatives, (x) to examine and make copies of and abstracts
from all Records in the possession or under the control of such Person  relating
to the Receivables and the Related  Security,  including the related  Contracts,
and (y) to visit the  offices and  properties  of such Person for the purpose of
examining such materials  described in clause (x) above,  and to discuss matters
relating to such Person's financial condition or the Receivables and the Related
Security or any Person's  performance under any of the Transaction  Documents or
any Person's  performance under the Contracts and, in each case, with any of the
officers or employees of the RPA Seller or the Servicer having knowledge of such
matters.

     (ii) Prior to the occurrence of an  Amortization  Event,  the Agent and the
Investor  Agent shall use  reasonable  efforts to make one joint  request for an
audit per calendar year. Notwithstanding any other provision herein, the cost of
audits  conducted  pursuant  to this  Section  7.1(d)  shall be borne by the RSA
Seller and TWRI (x) if no  Amortization  Event has occurred  and is  continuing,
once per  calendar  year  and (y) at any time  when an  Amortization  Event  has
occurred and is continuing.

     (e) Keeping and Marking of Records and Books.

     (i) The Servicer will maintain and implement  administrative  and operating
procedures  (including an ability to recreate records evidencing  Receivables in
the  event of the  destruction  of the  originals  thereof),  and will  keep and
maintain or will cause the Custodian to keep and maintain all documents,  books,
records  and  other  information  reasonably  necessary  or  advisable  for  the
collection  of  all  Receivables  (including  records  adequate  to  permit  the
immediate  identification  of each new  Receivable  and all  Collections  of and
adjustments to each existing  Receivable).  The Servicer will give the Agent and
each  Investor  Agent notice of any material  change in the  administrative  and
operating procedures referred to in the previous sentence.

                                       27


<PAGE>


     (ii) Such Trendwest Party will (A) on or prior to the date hereof, mark its
master data  processing  records  and other  books and  records  relating to the
Purchaser  Interests  with a legend,  acceptable  to the Agent and each Investor
Agent,  describing the Purchaser Interests and (B) upon the request of the Agent
or each  Investor  Agent (x) mark each  Contract  with a legend  describing  the
Purchaser  Interests and (y) deliver to the  Custodian all Contracts  (including
all multiple originals of any such Contract) relating to the Receivables.

     (iii) The  Servicer  will be  responsible  for causing the  Subservicer  to
perform any function required by this Section 7.1(e) to the extent applicable.

     (f)  Compliance  with  Contracts  and Credit and  Collection  Policy.  Such
Trendwest  Party will timely and fully (and,  with  respect to the Legacy  Eagle
Crest  Receivables,  cause the  Subservicer to timely and fully) (i) perform and
comply with all provisions, covenants and other promises required to be observed
by it under the  Contracts  related to the  Receivables,  and (ii) comply in all
respects with the Credit and Collection  Policy in regard to each Receivable and
the  related  Contract.  RPA  Seller  will  pay when due any  taxes  payable  in
connection with the Receivables,  exclusive of taxes on or measured by income or
gross receipts of Conduit, the Agent or any Financial Institution.

     (g) Performance and Enforcement of Sale Agreement.

     (i) The RPA Seller shall, and shall require the RSA Seller to, perform each
of their respective  obligations and undertakings under and pursuant to the Sale
Agreement,  shall purchase Receivables  thereunder in strict compliance with the
terms thereof and shall vigorously  enforce the rights and remedies  accorded to
RPA Seller  under the Sale  Agreement.  The RPA Seller shall take all actions to
perfect and enforce its rights and  interests  (and the rights and  interests of
the Agent,  the  Investor  Agents and the  Purchasers  as  assignees  of the RPA
Seller)  under the Sale  Agreement as the Agent or any  Investor  Agent may from
time to time  reasonably  request,  including  making  claims to which it may be
entitled under any indemnity,  reimbursement or similar  provision  contained in
the Sale Agreement.

     (ii) The RSA Seller  shall,  and shall  require the RTA Seller to,  perform
each of their respective  obligations and undertakings under and pursuant to the
Transfer Agreement,  shall purchase Receivables  thereunder in strict compliance
with the terms  thereof and shall  vigorously  enforce  the rights and  remedies
accorded to the RSA Seller  under the Transfer  Agreement.  The RSA Seller shall
take all actions to perfect and enforce its rights and interests (and the rights
and interests of the Agent,  the Investor Agents and the Purchasers as assignees
of the RSA Seller)  under the  Transfer  Agreement  as the Agent or any Investor


                                       28
<PAGE>

Agent may from time to time reasonably request, including making claims to which
it may be  entitled  under any  indemnity,  reimbursement  or similar  provision
contained in the Transfer Agreement.

     (h) Performance and Enforcement of Custodian Duties.  The RPA Seller shall,
and shall require the Custodian to, perform each of their respective obligations
and  undertakings  under and pursuant to Article XV of this  Agreement and shall
vigorously  enforce the rights and  remedies  accorded  to the RPA Seller  under
Article XV of this  Agreement.  The RPA Seller shall take all actions to perfect
and enforce its rights and interests (and the rights and interests of the Agent,
the Investor  Agents and the  Purchasers  as assignees of the RPA Seller)  under
Article XV of this Agreement as the Agent or any Investor Agent may from time to
time  reasonably  request,  including  making claims to which it may be entitled
under any indemnity,  reimbursement or similar provision contained in Article XV
of this Agreement.

     (i)  Ownership.  The RPA Seller shall take all  necessary  action under all
applicable  laws to (i) vest legal and equitable title to the  Receivables,  the
Related  Security  and  the  Collections  purchased  under  the  Sale  Agreement
irrevocably  in the RPA Seller,  free and clear of any Adverse Claims other than
Adverse  Claims in favor of the Agent,  the Investor  Agents and the  Purchasers
(including the filing of all Financing  Statements or other similar  instruments
or documents  necessary under the UCC (or any comparable law) in all appropriate
jurisdictions to perfect the RPA Seller's interest in such Receivables,  Related
Security and Collections and such other action to perfect, protect or more fully
evidence  the  interest of the RPA Seller  therein as the Agent or any  Investor
Agent may reasonably request),  and (ii) establish and maintain, in favor of the
Agent,  for the benefit of the Investor Agents and the  Purchasers,  a valid and
perfected first priority undivided percentage ownership interest (and/or a valid
and perfected  first priority  security  interest) in all  Receivables,  Related
Security and Collections to the full extent contemplated  herein, free and clear
of any Adverse  Claims other than  Adverse  Claims in favor of the Agent for the
benefit of the Investor  Agents and the Purchasers  (including the filing of all
financing  statements or other similar  instruments or documents necessary under
the UCC (or any comparable law) in all appropriate  jurisdictions to perfect the
Agent's interest in such Receivables,  Related Security and Collections and such
other  action to perfect,  protect or more fully  evidence  the  interest of the
Agent as the Agent may reasonably request).

     (j) Purchasers'  Reliance.  The RPA Seller acknowledges that the Purchasers
are entering into the  transactions  contemplated  by this Agreement in reliance
upon the RPA  Seller's  identity as a legal  entity  that is  separate  from any
Originator. Therefore, from and after the date of execution and delivery of this
Agreement,  the RPA Seller shall take all reasonable steps,  including all steps
that the  Agent,  any  Investor  Agent or any  Purchaser  may from  time to time
reasonably  request,  to maintain the RPA Seller's  identity as a separate legal

                                       29
<PAGE>

entity and to make it manifest to third parties that the RPA Seller is an entity
with  assets  and  liabilities  distinct  from those of any  Originator  and any
Affiliates  thereof and not just a division of any Originator.  Without limiting
the generality of the foregoing and in addition to the other covenants set forth
herein, the RPA Seller shall:

     (i) engage in only the acquisition,  ownership,  selling,  reselling (under
the  circumstances  contemplated by this Agreement) and pledging of the property
acquired  from TWRI  pursuant to the Sale  Agreement  (including  the ability to
enter  into a new  Installment  Sale  Contract  with an Obligor  pursuant  to an
Upgrade),  and causing the issuance and sale of Purchaser  Interests pursuant to
this Agreement and the exercise of any powers  permitted to  corporations  under
the General  Corporation  Law of the State of Delaware,  which are incidental to
the foregoing or necessary to accomplish the foregoing;

     (ii) maintain its books and records  separate from the books and records of
any other entity,  and maintain separate bank accounts where no funds of the RPA
Seller shall be commingled with funds of any other entity;

     (iii)  keep in full  effect  its  existence,  rights  and  franchises  as a
corporation  under the laws of the State of Delaware and obtain and preserve its
qualification  to do business as a foreign  corporation in each  jurisdiction in
which such  qualification  is or shall be  necessary to protect the validity and
enforceability of this Agreement;

     (iv) conduct its business from an office or office space  separate from the
offices  of the  Originators  and  WorldMark  and  maintain a  telephone  number
separate  from those of the  Originators  and WorldMark and operate its business
generally so as not to be substantively consolidated with any of its Affiliates;

     (v) not own any  subsidiary  or lend or  advance  any  moneys to or make an
investment in, any Person, or make any capital expenditures;

     (vi) not (1) dissolve or liquidate in whole or in part,  commence any case,
proceeding or other action under any existing or future  bankruptcy,  insolvency
or similar law seeking to have an order for relief  entered  with respect to it,
or  seeking  reorganization,   arrangement,  adjustment,  wind-up,  liquidation,
dissolution,  composition  or other relief with respect to it or its debts,  (2)
seek  appointment  of a  receiver,  Paying  Agent,  custodian  or other  similar
official for it or any part of its assets, (3) make a general assignment for the
benefit of creditors (other than as contemplated herein), or (4) take any action
in furtherance of, or consenting or acquiescing in, any of the foregoing;

                                       30
<PAGE>

     (vii) not guarantee  (directly or indirectly),  endorse or otherwise become
contingently  liable  (directly or indirectly) for the obligations of, or own or
purchase any stock,  obligations  or securities of or any other  interest in, or
make any capital contribution to, any other Person;

     (viii) not merge or consolidate with any other Person;

     (ix) not engage in any other  action  that  adversely  affects  whether the
separate legal identity of any Originator will be respected,  including  holding
itself out as being liable for the debts of any other party or acting other than
in its corporate name and through its duly authorized officers or agents;

     (x) not create, incur, assume, or in any manner become liable in respect of
any  indebtedness  other than that  contemplated  herein or trade  payables  and
expense  accruals  incurred in the  ordinary  course of  business  and which are
incidental to its business purpose;

     (xi) at all  times  have a Board of  Directors  of three to seven  members,
which consists of at least one director who is an Independent Director, and have
at least one executive officer who is an Independent Officer; provided, however,
that (a) such Independent  Director may also be the Independent  Officer and (b)
such  Independent  Director  and such  Independent  Officer may serve in similar
capacities for other "special purpose entities" formed by any Originator and its
Affiliates;  the RPA Seller's  Certificate of  Incorporation  shall at all times
provide  that such  Independent  Director  shall  have a  fiduciary  duty to the
Purchasers;

     (xii) compensate all employees,  consultants and agents directly,  from the
RPA Seller's  bank  accounts,  for  services  provided to the RPA Seller by such
employees, consultants and agents and, to the extent any employee, consultant or
agent  of the RPA  Seller  is also  an  employee,  consultant  or  agent  of any
Originator,  allocate the  compensation  of such  employee,  consultant or agent
between the RPA Seller and each such  Originator  on a basis that  reflects  the
services rendered to the RPA Seller and each Originator;

     (xiii)  conduct all  transactions  with each  Originator  and the  Servicer
(including any delegation of its obligations  hereunder as Servicer) strictly on
an arm's-length basis,  allocate all overhead expenses (including  telephone and
other  utility  charges)  for  items  shared  between  the  RPA  Seller  and any
Originator  on the basis of actual use to the  extent  practicable  and,  to the
extent such  allocation is not  practicable,  on a basis  reasonably  related to
actual use;

     (xiv) observe all corporate  formalities as a distinct  entity,  and ensure
that  all  corporate  actions  relating  to (A) the  selection,  maintenance  or
replacement of the Independent  Director,  (B) the dissolution or liquidation of
the RPA Seller or (C) the initiation of,  participation  in,  acquiescence in or


                                       31
<PAGE>

consent to any  bankruptcy,  insolvency,  reorganization  or similar  proceeding
involving the RPA Seller,  are duly authorized by unanimous vote of its Board of
Directors (including the Independent Director);

     (xv)  prepare  its  financial  statements  separately  from  those  of  the
Originator  and  insure  that  any  consolidated  financial  statements  of  any
Originator  or any  Affiliate  thereof  that  include  the RPA Seller have notes
clearly stating that the RPA Seller is a separate  corporate entity and that its
assets  will be  available  first and  foremost  to  satisfy  the  claims of the
creditors  of the RPA Seller and will not be  available to satisfy the claims of
the creditors of such Originator;

     (xvi) pay all of the RPA Seller's  operating expenses from the RPA Seller's
own assets  (except  for  certain  payments  by the RSA Seller or other  Persons
pursuant to allocation  arrangements  that comply with the  requirements of this
Section 7.1(j));

     (xvii)  maintain the  effectiveness  of, and continue to perform  under the
Sale  Agreement,  such  that it does not  amend,  restate,  supplement,  cancel,
terminate or otherwise modify the Sale Agreement,  or give any consent,  waiver,
directive  or approval  thereunder  or waive any  default,  action,  omission or
breach under the Sale Agreement or otherwise  grant any  indulgence  thereunder,
without (in each case) the prior written  consent of the Agent and each Investor
Agent;

     (xviii) take such other actions as are necessary on its part to ensure that
the facts and  assumptions set forth in the opinion issued by Chapman and Cutler
as  counsel  for the RPA  Seller,  in  connection  with the  closing  or initial
purchase under this Agreement and relating to substantive  consolidation issues,
and in the certificates  accompanying  such opinion,  remain true and correct in
all material respects at all times.

     (k) Taxes.  Such  Trendwest  Party  shall file all tax  returns and reports
required  by  law to be  filed  by it and  shall  promptly  pay  all  taxes  and
governmental charges at any time owing.

     (l)  Insurance.  The RPA Seller  shall  maintain in effect,  or cause to be
maintained in effect, at the RPA Seller's own expense,  such property,  casualty
and  liability  insurance  covering the  Trendwest  Parties'  real  property and
personal  property as the RPA Seller  shall deem  appropriate  in its good faith
business judgment.  The foregoing requirements shall not be construed to negate,
reduce  or  modify,  and  are in  addition  to,  the  RPA  Seller's  obligations
hereunder.

     (m)   Environmental   Laws.  TWRI  shall,  and  shall  cause  each  of  its
Subsidiaries  to,  conduct its  operations and keep and maintain its property in
compliance with all Environmental  Laws. TWRI shall perform its duties under its
management agreement with WorldMark in compliance with all Environmental Laws.

                                       32
<PAGE>

     (n)  Fractional  Interest  Receivables.   On  or  before  the  Undocumented
Receivable Date with respect to each  Fractional  Interest  Receivable,  the RPA
Seller shall cause the Servicer to perform the following:

     (i) Each of the related deed, the Mortgage and each FI Assignment  Document
related to such Fractional  Interest Receivable shall have been duly recorded or
registered in the Applicable Jurisdiction in accordance with all applicable laws
and duly executed file stamped  originals  thereof (which shall include evidence
thereon of payment of all required  documentary  stamps and intangible taxes, if
any are required) shall have been delivered to the Custodian pursuant to Article
XV; and

     (ii) An Acceptable  Title Policy shall have been delivered to the Custodian
pursuant to Article XV.

     Section 7.2 Negative Covenants of the Trendwest Parties.  Until the date on
which  the  Aggregate  Unpaids  have  been  indefeasibly  paid in full  and this
Agreement  terminates in accordance with its terms,  each Trendwest Party hereby
covenants, as to itself, that:

     (a) Name Change,  Offices and Records. Such Trendwest Party will not change
its name,  identity or corporate  structure or change its chief executive office
or its  jurisdiction  of  organization  or relocate any office where Records are
kept, if such action would have the effect  (immediately  or upon the passage of
time)  of  causing  any of the  security  interests  of the  Agent in any of the
Receivables or the Related Security to become  unperfected unless it shall have:
(i) given the Agent and each Investor Agent at least forty-five (45) days' prior
written notice thereof,  (ii) delivered to the Agent and each Investor Agent all
Financing Statements,  instruments and other documents requested by the Agent or
an Investor  Agent in connection  with such change or relocation and (iii) shall
promptly file  appropriate  amendments  to all  previously  filed  financing and
continuation statements or new financing statements, as applicable.

     (b)  Modifications  to Contracts  and Credit and  Collection  Policy.  Such
Trendwest  Party will not make any change to the  Credit and  Collection  Policy
that could adversely  affect the  collectibility  of the Receivables or decrease
the credit  quality of any newly  created  Receivables.  Except as  provided  in
Section  8.2(e),  the Servicer  will not extend,  amend or otherwise  modify the
terms of any Receivable or any Contract related thereto other than in accordance
with the Credit and Collection Policy.

     (c) Sales,  Liens.  The RPA Seller shall not sell,  assign (by operation of
law or otherwise) otherwise dispose of, grant any option with respect to, create
or suffer to exist any Adverse Claim upon (including the filing of any financing
statement) or with respect to any Receivable,  Related  Security or Collections,
or upon or with respect to any Contract  under which any Receivable  arises,  or
any  Collection  Account,  or assign any right to receive  income  with  respect
thereto  (other than,  in each case,  the creation of the  interests  therein in
favor of the Agent, the Investor Agents and the Purchasers provided for herein).
The RPA Seller  shall  defend the right,  title and  interest of the Agent,  the

                                       33
<PAGE>

Investor  Agents  and the  Purchasers  in,  to and  under  any of the  foregoing
property,  against all claims of third parties claiming through or under the RPA
Seller or any  Originator.  However,  no part of this  Section  7.2(c)  shall be
construed as prohibiting an assignment  pursuant to Section 2.10 or Section 13.1
of this Agreement.

     (d) Net  Receivables  Balance.  At no time prior to the  Amortization  Date
shall the RPA  Seller  permit  the Net  Receivables  Balance  to be less than an
amount  equal  to the  sum of (i) the  aggregate  Capital  of all the  Purchaser
Interests plus (ii) the Aggregate Reserves.


                                  ARTICLE VIII
                          ADMINISTRATION AND COLLECTION

     Section 8.1 Designation of Servicer.

     (a) The servicing,  administration  and collection of the Receivables shall
be conducted by such Person (the  "Servicer") so designated from time to time in
accordance  with this  Section  8.1.  TWRI is hereby  designated  as, and hereby
agrees to perform the duties and  obligations  of, the Servicer  pursuant to the
terms of this Agreement.  The Agent may at any time following the occurrence and
during the continuation of a Servicer  Default  designate as Servicer any Person
to succeed TWRI or any successor Servicer.

     (b)  TWRI  shall  not  be  permitted  to  delegate  any of  its  duties  or
responsibilities  as  Servicer  to any  Person  other  than (i) with  respect to
Charged-Off  Receivables,  outside  collection  agencies in accordance  with its
customary practices,  and (ii) with the prior written consent of the Agent (such
consent not to be unreasonably  withheld),  any other sub-servicer  appointed by
the  Servicer.  If at any time the Agent shall  designate as Servicer any Person
other than TWRI, all duties and responsibilities  theretofore  delegated by TWRI
to the  Subservicer or to any other  sub-servicer  may, at the discretion of the
Agent, be terminated  forthwith on notice given by the Agent to TWRI and to such
sub-servicer.  The Agent  hereby  consents  to the  appointment  of  Concord  as
sub-servicer with respect to the Legacy Eagle Crest Receivables.

     (c)  Notwithstanding  the foregoing  subsection (b), as long as TWRI or its
Subsidiary  or  Affiliate  is  Servicer  (or  the   Subservicer   is  servicing,
administering or collecting the Legacy Eagle Crest Receivables),

                                       34
<PAGE>

     (i) TWRI shall be and remain  primarily  liable to the Agent,  the Investor
Agents and the Purchasers for the full and prompt  performance of all duties and
responsibilities of the Servicer hereunder, and

     (ii) the Agent, the Investor Agents and the Purchasers shall be entitled to
deal  exclusively with TWRI in matters relating to the discharge by the Servicer
of its duties and responsibilities hereunder. The Agent, the Investor Agents and
the  Purchasers  shall  not  be  required  to  give  notice,   demand  or  other
communication  to any Person other than TWRI in order for  communication  to the
Servicer,  the  Subservicer  or any other  sub-servicer  or other  delegate with
respect thereto to be accomplished.  TWRI, at all times that it is the Servicer,
shall be responsible for providing the Subservicer or any other  sub-servicer or
other  delegate of the Servicer with any notice given to the Servicer under this
Agreement.

     Section 8.2 Duties of Servicer.

     (a) The Servicer shall take or cause to be taken all such actions as may be
necessary  or advisable to collect  each  Receivable  from time to time,  all in
accordance with applicable laws, rules and regulations, with reasonable care and
diligence, and in accordance with the Credit and Collection Policy.

     (b) (i) The  Servicer  shall cause each  Obligor  (other  than  Obligors of
Legacy Eagle Crest Receivables during the Concord Servicing Period) who does not
remit payments by Automatic Debit Collection to remit his or her payments on the
Receivables  to a post  office box in the name of Wells  Fargo  Bank  Minnesota,
National  Association  (in such capacity,  the "Clearing  Account  Agent").  The
Servicer  shall cause the  Clearing  Account  Agent to  deposit,  within one (1)
Business Day of receipt,  all payments on the  Receivables  that are received in
such  post  office  box  into  a  clearing  account  (the  "Clearing   Account")
established at Key Bank, National Association, or another bank acceptable to the
Agent in its sole  discretion  (such  bank the  "Clearing  Account  Bank").  The
Servicer shall cause any payments made by Automatic Debit Collection (other than
with  respect to Legacy  Eagle Crest  Receivables  during the Concord  Servicing
Period) to be deposited  directly into the Clearing  Account from each Obligor's
relevant  account.  On each Business Day, the Servicer  shall cause the Clearing
Account Bank to remit all good funds on deposit in the Clearing  Account related
to the Receivables to the Collection Account.

     (ii) Seller  shall cause the  Subservicer  to instruct  each  Obligor  with
respect to the Legacy  Eagle Crest  Receivables  to remit his or her payments to
the Concord  Account  until the  termination  of the Concord  Servicing  Period.
Seller  shall  instruct  any  payments  with  respect to the Legacy  Eagle Crest
Receivables made by Automatic Debit Collection to be deposited directly into the
Concord  Account from the  relevant  account of each  Obligor.  In the event any


                                       35
<PAGE>

payments relating to Legacy Eagle Crest Receivables are remitted directly to RPA
Seller or the  Subservicer  or any Affiliate of Seller or the  Subservicer,  RPA
Seller will remit (or will cause all such  payments to be remitted)  directly to
the bank where the Concord  Account is then  established  for  deposit  into the
Concord  Account within two (2) Business Days following  receipt thereof and, at
all  times  prior to such  remittance,  RPA  Seller  will  itself  hold  or,  if
applicable,  will  cause  such  payments  to be held in trust for the  exclusive
benefit of the Agent and the  Investor  Agents.  The  Servicer  shall  cause the
Subservicer  to, on each  Business  Day,  remit all good funds on deposit in the
Concord Account related to the Legacy Eagle Crest  Receivables to the Collection
Account.

     (c) The  Servicer  shall hold in trust for the benefit of the Agent and the
Investor  Agents any  payments it receives in respect of the  Receivables  until
such time as it shall  transfer  such  payments  to the  Clearing  Account.  Any
amounts held in the Clearing Account in respect of the Receivables shall be held
in trust for the benefit of the Agent and the Investor Agents.

     (d) The Servicer shall  administer the  Collections in accordance  with the
procedures described herein and in Article II.

     (e) The Servicer may, in accordance with the Credit and Collection  Policy,
extend the maturity of any Receivable or adjust the  Outstanding  Balance of any
Receivable as the Servicer determines to be appropriate to maximize  Collections
thereof;  provided,  however,  that such extension or adjustment shall not alter
the status of such Receivable as a Delinquent Receivable, a Defaulted Receivable
or a Charged-Off  Receivable or limit the rights of the Agent or the  Purchasers
under this Agreement. Notwithstanding anything to the contrary contained herein,
the Agent shall have the absolute and unlimited  right to direct the Servicer to
commence or settle any legal action with respect to any  Delinquent  Receivable,
Defaulted Receivable or Charged-Off Receivable or to foreclose upon or repossess
any Related Security (including any Vacation Credits).

     (f) Any payment by an Obligor in respect of any Indebtedness  owed by it to
the  Originator or the RPA Seller shall,  except as otherwise  specified by such
Obligor or otherwise required by contract or law and unless otherwise instructed
by the Agent,  be applied as a  Collection  of any  Receivable  of such  Obligor
(starting with the oldest such Receivable) to the extent of any amounts then due
and payable  thereunder  before being  applied to any other  receivable or other
obligation of such Obligor.

     (g) The  Servicer  shall  instruct  the  Paying  Agent in  writing  to make
withdrawals  and payments from  Collection  Account for the purposes of carrying
out the Servicer's duties hereunder.

     Section 8.3  Collections  Following an Amortization  Event.  The RPA Seller
hereby  authorizes the Agent, and agrees that, upon and following the occurrence
of an  Amortization  Event,  the Agent  shall be entitled to (i) endorse the RPA


                                       36
<PAGE>

Seller's name on checks and other  instruments  representing  Collections,  (ii)
enforce the Receivables,  the related  Contracts and the Related  Security,  and
(iii) take such action as shall be  necessary  or  desirable  to cause all cash,
checks and other  instruments  constituting  Collections  of Receivables to come
into the possession of the Agent rather than the RPA Seller.

     Section  8.4  Responsibilities  of the RPA Seller.  Anything  herein to the
contrary notwithstanding,  the exercise by the Agent and the Purchasers of their
rights  hereunder  shall not release the  Servicer,  the  Originator  or the RPA
Seller from any of their duties or obligations  with respect to any  Receivables
or under the related  Contracts.  The  Purchasers  shall have no  obligation  or
liability with respect to any Receivables or related Contracts, nor shall any of
them be obligated to perform the obligations of the RPA Seller.

     Section 8.5 Reports.  The Servicer  shall prepare and forward to the Agent,
each Investor Agent and the Paying Agent:

     (a) on the 15th day of each month (or,  if such day is not a Business  Day,
then the next Business Day) and at such other times as the Agent or any Investor
Agent shall request,  a Monthly Report,  which shall include a certification  by
the Servicer that all  representations  and warranties  contained in Section 5.1
are true as of that date, and to the extent the  representations  and warranties
contained in Section 5.1 are not true as of that date, a detailed description of
the facts and  circumstances  that have  caused  any of the  representations  or
warranties to be untrue as of that date.

     (b) at such  times as the Agent or any  Investor  Agent  shall  request,  a
listing  by  Obligor  of  all  Receivables   together  with  an  aging  of  such
Receivables.

     Section 8.6 Servicing Fees. In  consideration of TWRI's agreement to act as
Servicer  hereunder,  the  Purchasers  hereby agree that,  so long as TWRI shall
continue to perform as Servicer hereunder, the RPA Seller shall pay over to TWRI
a servicing fee, as and to the extent provided in Article II. Such servicing fee
shall be payable on each Settlement Date for the preceding  Accrual Period in an
amount  equal to the lesser of (x) the product of (i)  one-twelfth,  (ii) 1.75%,
and (iii) the daily average Aggregate Capital during such Accrual Period and (y)
the amount of funds  available  for payment of such  servicing  fee  pursuant to
Article II. Prior to the  Amortization  Date, and so long as TWRI shall continue
as Servicer,  the Servicer  shall pay all fees due and owing to the Custodian as
have been assessed in accordance with Exhibit XIII hereto.

     Section 8.7 TWRI Financial Covenants.  For so long as TWRI is the Servicer,
TWRI covenants that:

                                       37
<PAGE>

     (a) It shall maintain,  as of the close of each of its fiscal quarters,  an
Interest Coverage Ratio of not less than 6.0 to 1.0.

     (b) It shall maintain,  as of the close of each of its fiscal  quarters,  a
Capitalization Ratio of not greater than 1.0 to 2.0.

     (c) It shall  maintain at all times a Leverage  Ratio of not  greater  than
0.35 to 1.0.

     (d) It shall maintain,  as of the close of each of its fiscal  quarters,  a
Fixed Charge Coverage Ratio of not less than 1.75 to 1.0.

     (e) It shall  maintain a  Consolidated  Net Worth of at least  $144,774,400
(the "Threshold").  As of the end of each fiscal quarter  thereafter,  Trendwest
shall maintain a minimum  Consolidated Net Worth equal to the Threshold plus the
sum of (i) 75% of TWRI's positive net income for the period  commencing on April
1, 2000 and ending on the day preceding such fiscal quarter plus (ii) the dollar
amount of net proceeds received by TWRI from the sale of new common or preferred
equity during such period.

     (f)  Notwithstanding  the foregoing,  for so long as Bank One and Fleet are
parties to the Credit  Agreement,  the  definitions  in this Agreement of "Fixed
Charge Interest  Coverage Ratio" and "Leverage Ratio," and the requisite ratios,
shall be automatically amended,  modified,  waived, substituted or replaced upon
any amendment,  modification or waiver of the equivalent  definitions or ratios,
or any substitution  for or replacement of the covenants  containing such ratios
with other financial  covenants under the Credit Agreement (unless the date (the
"Freeze Date") occurs on which either or both of Bank One and Fleet should cease
to be a party to the Credit Agreement,  in which case such defined terms and the
requisite  ratios  shall  remain  as they  existed  on the last day prior to the
Freeze Date).

                                   ARTICLE IX
                                     HEDGING

     Section  9.1 Hedge  Event.  A Hedge  Event  shall occur if, for any Accrual
Period, the Gross Excess Spread Percentage shall be less than 5.00%.

     Section 9.2 Hedge Accumulation Period.

     (a)  Following the  occurrence  of a Hedge Event,  funds shall be deposited
into the Hedge Account to the extent provided in Section 2.2(a) beginning on the
first Settlement Date thereafter


                                       38
<PAGE>

and  ending on the first to occur of (i) the Hedge  Event Cure Date and (ii) the
Amortization Date (such period, the "Hedge Accumulation Period").

     (b) On any day during the Hedge Accumulation Period, the Agent may, or upon
the direction of any Investor Agent shall,  withdraw any or all of the available
funds in the Hedge  Account and use such funds for the purpose of acquiring  one
or more Purchased Hedges.

     (c)  If  the  Hedge  Accumulation  Period  terminates  as a  result  of the
occurrence of the Hedge Event Cure Date,  then all funds in the Hedge Account on
such date shall be  deposited in the  Collection  Account and treated as part of
the Monthly  Available Funds. If the Hedge  Accumulation  Period terminates as a
result of the occurrence of the  Amortization  Date, then at the election of the
Agent,  funds in the Hedge  Account on such date shall be (x)  deposited  in the
Collection  Account and  treated as part of the  Amortization  Period  Available
Funds or (y)  retained  in the Hedge  Account for use in  acquiring  one or more
Purchased Hedges.


                                    ARTICLE X
                               AMORTIZATION EVENTS

     Section 10.1 Amortization  Events. The occurrence of any one or more of the
following events shall constitute an Amortization Event:

     (a) Any  Trendwest  Party  shall  fail (i) to make any  payment  or deposit
required hereunder when due, or (ii) to perform or observe any term, covenant or
agreement  hereunder  (other than as referred to in clause (i) of this paragraph
(a) or in paragraph  (k) below) and such failure in the case of this clause (ii)
shall continue for three (3) consecutive Business Days.

     (b) Any  representation,  warranty,  certification or statement made by any
Trendwest  Party in this  Agreement,  any other  Transaction  Document or in any
other  document  delivered  pursuant  hereto or thereto shall prove to have been
incorrect  when made or deemed made, and the effects of such have not been cured
within  three  business  days  after  the  date  the  representation,  warranty,
certification or statement was discovered,  or should have been discovered,  not
to have been correct.

     (c)  Failure  of the RPA  Seller  to pay any  Indebtedness  when due or the
failure  of any  other  Trendwest  Party to pay any  Indebtedness  greater  than
$1,000,000 when due; or the default by any Trendwest Party in the performance of
any term, provision or condition contained in any agreement under which any such
Indebtedness  greater than $1,000,000 was created or is governed,  the effect of
which is to cause,  or to permit the holder or holders of such  Indebtedness  to
cause, such Indebtedness to become due prior to its stated maturity; or any such
Indebtedness  of any Trendwest  Party shall be declared to be due and payable or
required to be prepaid  (other than by a regularly  scheduled  payment) prior to
the date of maturity thereof.



                                       39
<PAGE>

     (d) (i) Any Trendwest Party or any of its Subsidiaries  shall generally not
pay its debts as such debts  become due or shall admit in writing its  inability
to pay its debts generally or shall make a general assignment for the benefit of
creditors;  or any  proceeding  shall be  instituted by or against any Trendwest
Party or any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent,
or seeking liquidation,  winding up,  reorganization,  arrangement,  adjustment,
protection,  relief or  composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of an order for relief or the  appointment of a receiver,  paying agent or
other similar  official for it or any  substantial  part of its property or (ii)
any Trendwest Party or any of their Subsidiaries shall take any corporate action
to authorize any of the actions set forth in clause (i) above in this subsection
(d).

     (e) WorldMark:

     (i)  voluntarily  incurs or at any time become  voluntarily  liable for any
Indebtedness;

     (ii)  voluntarily  allows its property to become  subject to any Liens,  or
subjects  any of its  property  to any Liens,  other  than (A)  utility or other
easements or licenses unrelated to any debt of WorldMark or (B) Liens that in do
not exceed, in aggregate, $100,000; or

     (iii) involuntarily incurs or becomes involuntarily liable for any debt, or
subjects any of its property  involuntarily  to any Liens (other than utility or
similar  easements  or  licenses  unrelated  to  any  debt  of  WorldMark)  that
individually  or in the  aggregate  (with  respect  to all  such  debt  and  the
obligations secured by all such Liens) exceed $1,000,000.

     (f)  As  at  the  end  of  any  Accrual  Period,  the  Three-Month  Average
Delinquency Ratio shall exceed 5.0%.

     (g)  As  at  the  end  of  any  Accrual  Period,  the  Three-Month  Average
Consolidated Delinquency Ratio shall exceed 5.0%.

     (h) As at the end of any Accrual Period,  the  Three-Month  Average Default
Ratio shall exceed 3.0%.

     (i)  As  at  the  end  of  any  Accrual  Period,  the  Three-Month  Average
Consolidated Default Ratio shall exceed 3.0%.

     (j) As of the end of any Accrual Period,  the Net Excess Spread  Percentage
shall be less than or equal to zero.

                                       40
<PAGE>

     (k) As of the end of any Accrual Period, the Three-Month Average Charge-Off
Ratio shall exceed 5.0%.

     (l)  As  of  the  end  of  any  Accrual  Period,  the  Three-Month  Average
Consolidated Charge- Off Ratio shall exceed 5.0%.

     (m) A  Hedge  Event  shall  occur  and  shall  continue  to  exist  for six
consecutive months.

     (n) The aggregate  number of Units decreases to less than 90% of the number
of units in  existence  on the date of closing or  initial  purchase  under this
Agreement.

     (o) As of the end of any  fiscal  quarter  of TWRI at any time that TWRI is
the Servicer,  TWRI shall not be in compliance with one or more of the financial
covenants set forth in Section 8.7 of this Agreement.

     (p) One or more final  judgments  for the payment of money shall be entered
against  the RPA Seller on claims not  covered by  insurance  or as to which the
insurance  carrier  has  denied  its  responsibility,  and such  judgment  shall
continue  unsatisfied and in effect for fifteen (15)  consecutive days without a
stay of execution.

     (q)  This  Agreement  shall  terminate  in  whole  or in  part  (except  in
accordance with its terms),  or shall cease to be effective or to be the legally
valid,  binding and enforceable  obligation of the Seller,  or any Obligor shall
directly  or  indirectly  contest in any manner  such  effectiveness,  validity,
binding nature or  enforceability,  or the Agent for the benefit of the Investor
Agents  and the  Purchasers  shall  cease to have a valid  and  perfected  first
priority  security interest in the Receivables,  the Related  Security,  and the
Collections with respect thereto and the Collection Accounts.

     (r) The aggregate  Purchaser Interests shall exceed 100% and shall continue
as such  until  the  earlier  of (i) one  Business  Day  following  the date any
Trendwest Party has actual knowledge thereof and (ii) the next Settlement Date.

     (s) The "Amortization Date" shall occur under the Sale Agreement or the RSA
Seller  shall  for any  reason  cease to  transfer,  or cease to have the  legal
capacity to transfer,  or otherwise be incapable of transferring  Receivables to
the RPA Seller under the Sale Agreement.

     (t) The RPA  Seller  at any time  becomes  less  than a 100%  wholly  owned
subsidiary of TWRI.

     (u) For any Accrual  Period,  Collections  received  by means of  Automatic
Debit  Collection  during such  Accrual  Period  shall be less than 50.0% of the
total Collections received during such Accrual Period.


                                       41
<PAGE>

     (v) A date shall occur which is the earliest of (i) any date  following the
occurrence of the Revolving  Period  Termination Date upon which (x) the Default
Ratio or the Consolidated  Default Ratio as of the end of the preceding  Accrual
Period  exceeds  2.25%  or  (y)  the  Delinquency   Ratio  or  the  Consolidated
Delinquency  Ratio as of the end of the preceding  Accrual Period exceeds 4.25%,
(ii) the first anniversary of the occurrence of the Revolving Period Termination
Date, and (iii) the Facility Termination Date.

     (w) A date shall occur which is the 90th day following the earlier to occur
of (i) a public announcement of a Change of Control and (ii) the occurrence of a
Change of Control.

     Section 10.2 Remedies.  Upon the occurrence and during the  continuation of
an Amortization  Event, funds shall be deposited into the Reserve Account to the
extent  provided in Section 2.2, and the Agent may, or upon the direction of any
Investor Agent shall, take any of the following actions:  (i) replace the Person
then acting as Servicer,  (ii) declare the  Amortization  Date to have occurred,
whereupon the Amortization Date shall forthwith occur,  without demand,  protest
or further notice of any kind, all of which are hereby  expressly waived by each
Trendwest Party; provided,  however, that upon the occurrence of an Amortization
Event described in Section 10.1(d),  or of an actual or deemed entry of an order
for relief with  respect to any  Trendwest  Party  under the Federal  Bankruptcy
Code, the Amortization Date shall automatically occur,  without demand,  protest
or any  notice of any kind,  all of which are  hereby  expressly  waived by each
Trendwest  Party,  (iii) to the fullest  extent  permitted  by  applicable  law,
declare that the Default Fee shall  accrue with respect to any of the  Aggregate
Unpaids outstanding at such time, (iv) acquire one or more Purchased Hedges, (v)
notify Obligors of the Purchasers'  interest in the Receivables,  and (vi) sell,
dispose of or otherwise  liquidate the Receivables or the Related  Security in a
commercially  reasonable  manner and on  commercially  reasonable  terms. If the
Amortization  Date has occurred,  all amounts on deposit in the Reserve  Account
shall  be  deposited  in the  Collection  Account  and  treated  as  part of the
Amortization  Period  Available Funds.  The  aforementioned  rights and remedies
shall be in addition to all other rights and remedies of the Agent, the Investor
Agents and the Purchasers  available under this Agreement,  by operation of law,
at equity or otherwise,  all of which are hereby expressly preserved,  including
all rights and  remedies  provided  under the UCC,  all of which rights shall be
cumulative.


                                       42
<PAGE>

                                   ARTICLE XI
                                 INDEMNIFICATION

     Section 11.1 Indemnities by the Trendwest Parties.

     (a) Without  limiting any other rights that the Agent,  the Investor Agents
or any Purchaser may have hereunder or under  applicable law, (A) the RPA Seller
hereby  agrees to  indemnify  (and pay upon demand to) the Agent,  the  Investor
Agents and the Purchasers and their  respective  assigns,  officers,  directors,
limited  liability  company members,  agents and employees (each an "Indemnified
Party")  from  and  against  any  and  all  damages,   losses,   claims,  taxes,
liabilities,  costs,  expenses  and for all  other  amounts  payable,  including
reasonable  attorneys' fees (which  attorneys may be employees of the Agent, the
Investor Agents or such Purchaser) and disbursements (all of the foregoing being
collectively  referred to as "Indemnified  Amounts") awarded against or incurred
by any of them  arising  out of or as a  result  of this  Agreement,  any  other
Transaction  Document  or the  transactions  contemplated  thereby or the use of
proceeds  thereon,  or the  acquisition,  either  directly or  indirectly,  by a
Purchaser of an interest in the Receivables,  and (B) the Servicer hereby agrees
to  indemnify  (and pay upon  demand)  each  Indemnified  Party for  Indemnified
Amounts awarded against or incurred by any of them arising out of the Servicer's
activities as Servicer or the Subservicer's activities as Subservicer hereunder,
however,  in all of the foregoing  instances under the preceding clauses (A) and
(B):

     (i)  Indemnified  Amounts  to the  extent  a final  judgment  of a court of
competent  jurisdiction holds that such Indemnified  Amounts resulted from gross
negligence or willful  misconduct on the part of the  Indemnified  Party seeking
indemnification;

     (ii) Indemnified  Amounts to the extent the same includes losses in respect
of Receivables that are  uncollectible on account of the insolvency,  bankruptcy
or lack of creditworthiness of the related Obligor; or

     (iii) taxes imposed by the jurisdiction in which such  Indemnified  Party's
principal  executive office is located, on or measured by the overall net income
of such  Indemnified  Party to the extent that the  computation of such taxes is
consistent with the Intended Characterization;

provided,  however,  that  nothing  contained in this  sentence  shall limit the
liability of any Trendwest  Party or limit the recourse of the Purchasers to any
Trendwest Party for amounts otherwise  specifically  provided to be paid by such
Trendwest Party under the terms of this Agreement.

     (b) Without  limiting the  generality of the  indemnification  contained in
Section  11.1(a),  the RPA Seller shall  indemnify the  Indemnified  Parties for
Indemnified  Amounts (including losses in respect of uncollectible  receivables,
regardless of whether  reimbursement  therefor would constitute  recourse to the
RPA Seller or the Servicer) relating to or resulting from:

                                       43
<PAGE>

     (i) any  representation  or  warranty  made  by any  Trendwest  Party,  any
Originator,  or the  Custodian  (or any officers of any such Person) under or in
connection  with this  Agreement,  any other  Transaction  Document or any other
information or report  delivered by any such Person  pursuant hereto or thereto,
which shall have been false or incorrect when made or deemed made;

     (ii) the failure by any Seller, the Servicer, any Originator,  any Vacation
Club or the Custodian to comply with any applicable law, rule or regulation with
respect to any Receivable or Contract related thereto,  or the  nonconformity of
any Receivable or Contract  included  therein with any such applicable law, rule
or  regulation  or any  failure  of the  Originator,  any  Vacation  Club or the
Custodian  to keep or perform any of their  respective  obligations,  express or
implied, with respect to any Contract;

     (iii) any  failure of any  Seller,  the  Servicer,  any  Originator  or the
Custodian to perform its duties,  covenants or other  obligations  in accordance
with the provisions of this Agreement or any other Transaction Document;

     (iv) any lawsuit or legal claim  arising out of or in  connection  with the
Resorts and Units,  any defect in any Vacation Club's  ownership of title to, or
leasehold rights in, the real property used in its business, any Obligor's right
to use the Resorts and Units,  or any rights or services that are the subject of
any Contract;

     (v) any  dispute,  claim,  offset  or  defense  (other  than  discharge  in
bankruptcy  of the  Obligor)  of the  Obligor to the  payment of any  Receivable
(including a defense based on such Receivable or the related  Contract not being
a legal, valid and binding obligation of such Obligor  enforceable against it in
accordance  with its terms),  or any other claim  resulting from the sale of the
services or rights  related to such  Receivable or the  furnishing or failure to
provide for such rights or furnish such services;

     (vi) the  commingling  of Collections of Receivables at any time with other
funds;

     (vii) any  investigation,  litigation or  proceeding  related to or arising
from  this  Agreement  or  any  other  Transaction  Document,  the  transactions
contemplated hereby, the use of the proceeds of a purchase, the ownership of the
Purchaser  Interests  or  any  other  investigation,  litigation  or  proceeding
relating to any Seller, the Servicer, the Subservicer or any Originator in which
any Indemnified  Party becomes  involved as a result of any of the  transactions
contemplated hereby;

     (viii) any  inability to litigate any claim  against any Obligor in respect
of any  Receivable  as a result of such  Obligor  being  immune  from  civil and



                                       44
<PAGE>

commercial  law and suit on the grounds of  sovereignty  or  otherwise  from any
legal action, suit or proceeding;

     (ix) any Amortization Event described in Section 10.1(d);

     (x) any  failure  of the RPA  Seller  to  acquire  and  maintain  legal and
equitable  title  to,  including  providing   Acceptable  Title  Policies  where
applicable,  and  ownership  of, any  Receivable  and the Related  Security  and
Collections  with  respect  thereto  from the RSA Seller,  free and clear of any
Adverse Claim (other than as expressly  provided herein);  or any failure of the
RPA Seller to give reasonably  equivalent value to the RSA Seller under the Sale
Agreement in  consideration of the transfer by the RSA Seller of any Receivable,
or any attempt by any Person to void such transfer under statutory provisions or
common law or equitable action;

     (xi)  any  failure  to  vest  and  maintain  vested  in the  Agent  and the
Purchasers,  or to transfer to the Agent and the Investor Agent, for the benefit
of the  Purchasers,  legal and  equitable  title to, and  ownership  of, a first
priority  undivided  percentage  ownership  (to  the  extent  of  the  Purchaser
Interests contemplated  hereunder) in the Receivables,  the Related Security and
the Collections, free and clear of any Adverse Claim;

     (xii)  the  failure  to have  filed,  or any  delay  in  filing,  financing
statements,  assignments or other similar instruments or documents under the UCC
of any  Applicable  Jurisdiction  or other  applicable  laws with respect to any
Receivable,  the Related Security and Collections with respect thereto,  and the
proceeds of any thereof,  whether at the time of any Incremental  Purchase or at
any subsequent time;

     (xiii) any action or  omission  by any  Trendwest  Party  which  reduces or
impairs the rights of the Agent,  the  Investor  Agents or the  Purchasers  with
respect to any Receivable or the value of any such Receivable; and

     (xiv) any attempt by any Person to void any Incremental  Purchase hereunder
under statutory provisions or common law or equitable action.

Any Indemnified Amounts incurred by actions of the Custodian shall be payable by
the  Custodian to the  applicable  Indemnified  Party no later than the 30th day
after a demand for payment of such Person is  delivered  to the  Custodian.  Any
such Indemnified  Amounts not paid by such date shall be immediately  payable by
TWRI to the applicable Indemnified Party.

     Section 11.2 Increased Cost and Reduced  Return.  If after the date hereof,
any  Funding  Source  shall be charged  any fee,  expense or  increased  cost on
account of the adoption of any applicable law, rule or regulation (including any


                                       45
<PAGE>

     applicable  law,  rule or  regulation  regarding  capital  adequacy) or any
change therein, or any change in the interpretation or administration thereof by
any governmental  authority,  central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or compliance  with any request or
directive  (whether  or not  having  the  force of law) of any  such  authority,
central bank or comparable  agency:  (i) that subjects any Funding Source to any
charge or withholding  on or with respect to any Funding  Agreement or a Funding
Source's  obligations  under a Funding  Agreement,  or on or with respect to the
Receivables,  or changes the basis of taxation of payments to any Funding Source
of any amounts  payable under any Funding  Agreement  (except for changes in the
rate of tax on the overall net income of a Funding Source) or (ii) that imposes,
modifies or deems applicable any reserve, assessment,  insurance charge, special
deposit or similar  requirement  against  assets  of,  deposits  with or for the
account of a Funding Source,  or credit extended by a Funding Source pursuant to
a Funding  Agreement  or (iii) that  imposes any other  condition  the result of
which is to increase the cost to a Funding Source of performing its  obligations
under a Funding Agreement, or to reduce the rate of return on a Funding Source's
capital as a consequence of its  obligations  under a Funding  Agreement,  or to
reduce the amount of any sum received or receivable by a Funding  Source under a
Funding  Agreement  or to require any payment  calculated  by  reference  to the
amount of  interests  or loans held or  interest  received by it, then within 10
days, upon written demand by the applicable Investor Agent, the RPA Seller shall
pay to such Investor Agent, for the benefit of the relevant Funding Source, such
amounts  charged to such Funding  Source or compensate  such Funding  Source for
such reduction.

     Section  11.3 Other  Costs and  Expenses.  The RPA Seller  shall pay to the
Agent,  any Investor Agent or any Purchaser  within 30 days, upon written demand
all  costs  and  out-of-pocket  expenses  in  connection  with the  preparation,
execution,  delivery and  administration  of this  Agreement,  the  transactions
contemplated hereby and the other documents to be delivered hereunder, including
the cost of any Purchaser's  auditors auditing the books, records and procedures
of the RPA Seller,  reasonable fees and out-of-pocket  expenses of legal counsel
for the Purchasers, the Investor Agents and the Agent (which such counsel may be
employees of a Purchaser or an Investor Agent or the Agent) with respect thereto
and with respect to advising any  Purchaser,  Investor  Agent or the Agent as to
their respective rights and remedies under this Agreement.  The RPA Seller shall
pay to the Agent or any Investor Agents on demand any and all costs and expenses
of the Agent any Investor Agent or any Purchaser,  if any, including  reasonable
counsel fees and expenses in connection  with the  enforcement of this Agreement
and  the  other  documents  delivered  hereunder  and  in  connection  with  any
restructuring   or  workout  of  this  Agreement  or  such  documents,   or  the
administration of this Agreement following an Amortization Event. The RPA Seller
shall reimburse any Conduit on demand for all other costs and expenses  incurred
by such Conduit ("Other  Costs"),  including the cost of auditing such Conduit's
books by certified public  accountants,  the cost of rating the Commercial Paper
by  independent   financial  rating  agencies,   and  the  reasonable  fees  and
out-of-pocket  expenses  of  counsel  for such  Conduit or any  counsel  for any
shareholder  of such  Conduit  with  respect to  advising  such  Conduit or such
shareholder as to matters relating to such Conduit's operations.

                                       46
<PAGE>

     Section 11.4  Allocations.  Each Conduit  shall  allocate the liability for
Other Costs among the RPA Seller and other  Persons  with whom such  Conduit has
entered into agreements to purchase interests in receivables  ("Other Sellers").
If any Other Costs are  attributable  to the RPA Seller and not  attributable to
any Other  Seller,  the RPA Seller shall be solely  liable for such Other Costs.
However,  if Other Costs are  attributable to Other Sellers and not attributable
to the RPA  Seller,  such Other  Sellers  shall be solely  liable for such Other
Costs.  All allocations to be made pursuant to the foregoing  provisions of this
Article  XI shall be made by each  Conduit in its sole  discretion  and shall be
binding on the RPA Seller and the Servicer.


                                   ARTICLE XII
                                    THE AGENT

     Section  12.1  Authorization  and  Action.  Each  Investor  Agent  and each
Purchaser hereby  designates and appoints Bank One to act as its agent hereunder
and under each other Transaction Document, and authorizes the Agent to take such
actions as agent on its behalf and to exercise  such powers as are  delegated to
the Agent by the terms of this  Agreement  and the other  Transaction  Documents
together with such powers as are reasonably  incidental thereto. The Agent shall
not have any duties or responsibilities, except those expressly set forth herein
or in any other  Transaction  Document,  or any fiduciary  relationship with any
Person,  and  no  implied  covenants,   functions,   responsibilities,   duties,
obligations  or  liabilities  on the part of the  Agent  shall be read into this
Agreement or any other Transaction Document or otherwise exist for the Agent. In
performing  its functions and duties  hereunder and under the other  Transaction
Documents,  the Agent shall act solely as agent for the  Purchasers and does not
assume nor shall be deemed to have assumed any  obligation  or  relationship  of
trust or agency with or for any Trendwest Party or any of such Trendwest Party's
successors  or assigns.  The Agent shall not be required to take any action that
exposes the Agent to personal  liability or that is contrary to this  Agreement,
any other Transaction  Document or applicable law. The appointment and authority
of the Agent hereunder shall terminate upon the indefeasible  payment in full of
all Aggregate  Unpaids.  Each Investor Agent and Purchaser hereby authorizes the
Agent to execute all Financing  Statements on behalf of such Investor  Agent and
Purchaser  (the  terms  of which  shall be  binding  on such  Investor  Agent or
Purchaser).

     Section 12.2 Delegation of Duties.  The Agent may execute any of its duties
under this Agreement and each other Transaction Document by or through agents or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining to such duties.  The Agent shall not be responsible  for the
negligence or misconduct of any agents or attorneys-in-fact  selected by it with
reasonable care.

     Section  12.3  Exculpatory  Provisions.  Neither  the  Agent nor any of its
directors,  officers,  agents or  employees  shall be (i)  liable for any action
lawfully taken or omitted to be taken by it or them under or in connection  with


                                       47
<PAGE>

this Agreement or any other Transaction  Document (except for its, their or such
Person's own gross negligence or willful misconduct), or (ii) responsible in any
manner to any of the Investor Agents or Purchasers for any recitals, statements,
representations  or  warranties  made by any Trendwest  Party  contained in this
Agreement, any other Transaction Document or any certificate,  report, statement
or other  document  referred  to or  provided  for in, or  received  under or in
connection with, this Agreement,  or any other  Transaction  Document or for the
value, validity,  effectiveness,  genuineness,  enforceability or sufficiency of
this  Agreement,  or  any  other  Transaction  Document  or any  other  document
furnished  in  connection  herewith  or  therewith,  or for any  failure  of any
Trendwest Party to perform its obligations  hereunder or thereunder,  or for the
satisfaction  of any condition  specified in Article VI, or for the  perfection,
priority,   condition,  value  or  sufficiency  of  any  collateral  pledged  in
connection herewith. The Agent shall not be under any obligation to any Investor
Agent  or  Purchaser  to  ascertain  or to  inquire  as  to  the  observance  or
performance  of any of the  agreements or covenants  contained in, or conditions
of,  this  Agreement  or any  other  Transaction  Document,  or to  inspect  the
properties,  books or records of the Trendwest  Parties.  The Agent shall not be
deemed to have  knowledge of any  Amortization  Event or Potential  Amortization
Event  unless the Agent has  received  notice from the RPA Seller or an Investor
Agent or a Purchaser.

     Section 12.4 Reliance by Agent. The Agent shall in all cases be entitled to
rely, and shall be fully protected in relying, upon any document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including counsel to the RPA Seller), independent accountants and other experts
selected  by the  Agent.  The  Agent  shall in all cases be fully  justified  in
failing  or  refusing  to take any  action  under  this  Agreement  or any other
Transaction Document unless it shall first receive such advice or concurrence of
the Investor Agents, the Conduits, the Required Financial Institutions or all of
the  Purchasers,  as applicable,  as it deems  appropriate and it shall first be
indemnified  to its  satisfaction  by the  Purchasers,  provided that unless and
until the Agent shall have received  such advice,  the Agent may take or refrain
from  taking  any  action,  as the Agent  shall deem  advisable  and in the best
interests of the Purchasers.  The Agent shall in all cases be fully protected in
acting,  or in  refraining  from  acting,  in  accordance  with a request of any
Investor Agent, any Conduit,  of the Required  Financial  Institutions or all of
the Purchasers, as applicable,  and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Investor Agents,  Conduits
and Purchasers.

     Section 12.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser and
each Investor Agent expressly  acknowledges  that neither the Agent,  nor any of
its officers, directors, employees, agents,  attorneys-in-fact or affiliates has
made  any  representations  or  warranties  to it and  that no act by the  Agent
hereafter  taken,  including any review of the affairs of any  Trendwest  Party,

                                       48
<PAGE>

shall be deemed to constitute any  representation or warranty by the Agent. Each
Purchaser and each Investor  Agent  represents and warrants to the Agent that it
has and will,  independently  and without  reliance  upon the Agent or any other
Purchaser or Investor  Agent and based on such  documents and  information as it
has deemed  appropriate,  made its own appraisal of and  investigation  into the
business,  operations,  property, prospects,  financial and other conditions and
creditworthiness  of the RPA Seller and made its own decision to enter into this
Agreement,  the other  Transaction  Documents  and all other  documents  related
hereto or thereto.

     Section 12.6 Reimbursement and Indemnification.  The Financial Institutions
agree  to  reimburse  and  indemnify  the  Agent  and its  officers,  directors,
employees,  representatives  and  agents  ratably  according  to their  Pro Rata
Shares,  to the extent not paid or reimbursed  by the Trendwest  Parties (i) for
any amounts for which the Agent, acting in its capacity as Agent, is entitled to
reimbursement by the Trendwest Parties hereunder and (ii) for any other expenses
incurred  by the  Agent,  in its  capacity  as Agent and acting on behalf of the
Investor Agents and the Purchasers,  in connection with the  administration  and
enforcement of this Agreement and the other Transaction Documents.

     Section 12.7 Agent in its Individual Capacity. The Agent and its Affiliates
may make loans to,  accept  deposits  from and  generally  engage in any kind of
business  with the RPA Seller or any  Affiliate  of the RPA Seller as though the
Agent were not the Agent hereunder. With respect to the acquisition of Purchaser
Interests  pursuant to this Agreement,  the Agent shall have the same rights and
powers under this Agreement in its individual  capacity as any Purchaser and may
exercise  the same as though  it were not the  Agent,  and the terms  "Financial
Institution,"  "Purchaser,"  "Financial  Institutions"  and  "Purchasers"  shall
include the Agent in its individual capacity.

     Section 12.8 Successor  Agent. The Agent may, upon five days' notice to the
RPA Seller, the Investor Agents and the Purchasers, and the Agent will, upon the
direction of all of the Investor Agents (other than the Agent, in its individual
capacity)  resign as Agent. If the Agent shall resign,  then the Investor Agents
during such five-day  period shall appoint from among the Purchasers a successor
agent.  If for any  reason  no  successor  Agent is  appointed  by the  Required
Financial  Institutions  during such five-day  period,  then  effective upon the
termination of such five day period, the remaining Investor Agents shall perform
all of the  duties of the  Agent  hereunder  and  under  the  other  Transaction
Documents  and the RPA Seller and the  Servicer (as  applicable)  shall make all
payments  in  respect  of the  Aggregate  Unpaids  directly  to  the  applicable
Purchasers and for all purposes shall deal directly with the  Purchasers.  After
the  effectiveness of any retiring Agent's  resignation  hereunder as Agent, the
retiring Agent shall be discharged from its duties and obligations hereunder and
under the other Transaction Documents and the provisions of this Article XII and
Article XI shall  continue in effect for its benefit with respect to any actions
taken or omitted to be taken by it while it was Agent under this  Agreement  and
under the other Transaction Documents.


                                       49
<PAGE>

                                  ARTICLE XIII
                           ASSIGNMENTS; PARTICIPATIONS

     Section 13.1 Assignments.

     (a) The RPA Seller and each Financial  Institution hereby agree and consent
to the  complete or partial  assignment  by any Conduit of all or any portion of
its rights under,  interest in, title to and obligations under this Agreement to
the  Financial  Institutions  pursuant to a Liquidity  Agreement or to any other
Person, and upon such assignment,  the applicable Conduit shall be released from
its  obligations  so  assigned.  Further,  the RPA  Seller  and  each  Financial
Institution  hereby agree that any assignee of any Conduit of this  Agreement or
all or any of the Purchaser  Interests of the applicable  Conduit shall have all
of the  rights  and  benefits  under  this  Agreement  as if the term  "Conduit"
explicitly  referred  to such  party,  and no such  assignment  shall in any way
impair the rights and benefits of any Conduit hereunder.  Neither the RPA Seller
nor the Servicer shall have the right to assign its rights or obligations  under
this Agreement.

     (b) Any Financial  Institution may at any time and from time to time assign
to one or more Persons ("Purchasing Financial  Institutions") all or any part of
its rights  and  obligations  under this  Agreement  pursuant  to an  assignment
agreement,  substantially  in the form set  forth in  Exhibit  VII  hereto  (the
"Assignment  Agreement") executed by such Purchasing  Financial  Institution and
such selling Financial Institution.  The consent of the Investor Agents shall be
required prior to the  effectiveness of any such assignment.  Each assignee of a
Financial  Institution  must have a short-  term debt rating of A-1 or better by
S&P and P-1 by  Moody's  and  must  agree  to  deliver  to the  Agent,  promptly
following  any  request   therefor  by  the  Agent  or  an  Investor  Agent,  an
enforceability  opinion in form and substance  satisfactory to the Agent or such
Investor Agent. Upon delivery of the executed Assignment  Agreement to the Agent
such  selling  Financial  Institution  shall be  released  from its  obligations
hereunder to the extent of such assignment.  Thereafter the Purchasing Financial
Institution  shall for all  purposes be an Financial  Institution  party to this
Agreement  and  shall  have  all the  rights  and  obligations  of an  Financial
Institution  under this  Agreement  to the same extent as if it were an original
party hereto and no further consent or action by the RPA Seller, the Purchasers,
the Investor Agents or the Agent shall be required.

     Section 13.2 Participations. Any Financial Institution may, in the ordinary
course  of its  business  at any  time  sell  to one or  more  Persons  (each  a
"Participant")  participating  interests in its Pro Rata Share of the  Purchaser
Interests of the Financial  Institutions in its Group, its obligation to pay its
related  Conduit  amounts owed with respect to the  acquisition of the Purchaser
Interests from such Conduit  interest of such Financial  Institution  hereunder.
Notwithstanding  any such sale by a  Financial  Institution  of a  participating
interest to a Participant,  such Financial  Institution's rights and obligations
under this Agreement shall remain  unchanged,  such Financial  Institution shall
remain solely responsible for the performance of its obligations hereunder,  and
RPA Seller,  the related Conduit and the Agent shall continue to deal solely and
directly  with such  Financial  Institution  in connection  with such  Financial
Institution's  rights and  obligations  under  this  Agreement.  Each  Financial

                                       50
<PAGE>

Institution agrees that any agreement between such Financial Institution and any
such  Participant in respect of such  participating  interest shall not restrict
such Financial Institution's right to agree to any amendment, supplement, waiver
or modification to this Agreement, except for any amendment,  supplement, waiver
or modification described in Section 16.1(b)(i).


                                   ARTICLE XIV
                               THE INVESTOR AGENTS

     Section 14.1  Authorization  and Action.  Each  Conduit and each  Financial
Institution  which belong to the same Group  hereby  appoint and  authorize  the
Investor Agent for such Group to take such actions as agent on its behalf and to
exercise such powers as are delegated to the Investor Agent by the terms of this
Agreement and the other Transaction  Documents  together with such powers as are
reasonably  incidental  thereto.  No  Investor  Agent  shall  have any duties or
responsibilities,  except  those  expressly  set  forth  herein  or in any other
Transaction  Document,  and no implied covenants,  functions,  responsibilities,
duties,  obligations  or  liabilities on the part of the Investor Agent shall be
read into this Agreement or any other  Transaction  Document or otherwise  exist
for the Investor  Agent.  In performing  its functions and duties  hereunder and
under the other  Transaction  Documents,  an Investor  Agent shall act solely as
agent for the Purchasers in its Group and does not assume nor shall be deemed to
have assumed any obligation or  relationship  of trust or agency with or for the
Subservicer  or any  Person  not in its Group,  or any  Trendwest  Party or such
Person's successors or assigns. The Investor Agent shall not be required to take
any action that  exposes the  Investor  Agent to personal  liability  or that is
contrary to this Agreement, any other Transaction Document or applicable law.

     Section 14.2 Delegation of Duties. An Investor Agent may execute any of its
duties under this  Agreement and each other  Transaction  Document by or through
agents  or  attorneys-in-fact  and  shall  be  entitled  to  advice  of  counsel
concerning  all matters  pertaining to such duties.  No Investor  Agent shall be
responsible for the negligence or misconduct of any agents or  attorneys-in-fact
selected by it with reasonable care.

     Section  14.3  Exculpatory  Provisions.  No  Investor  Agent nor any of its
directors,  officers,  agents or  employees  shall be (i)  liable for any action
lawfully taken or omitted to be taken by it or them under or in connection  with
this Agreement or any other Transaction  Document (except for its, their or such
Person's own gross negligence or willful misconduct), or (ii) responsible in any
manner  to any of the  Conduits  or  Financial  Institutions  for any  recitals,
statements,  representations or warranties made by any Trendwest Party contained
in this Agreement,  any other Transaction  Document or any certificate,  report,
statement or other document referred to or provided for in, or received under or

                                       51
<PAGE>

in connection with, this Agreement, or any other Transaction Document or for the
value, validity,  effectiveness,  genuineness,  enforceability or sufficiency of
this  Agreement,  or  any  other  Transaction  Document  or any  other  document
furnished  in  connection  herewith  or  therewith,  or for any  failure  of the
Subservicer  or any  Trendwest  Party to perform its  obligations  hereunder  or
thereunder, or for the satisfaction of any condition specified in Article VI, or
for the perfection,  priority, condition, value or sufficiency of any collateral
pledged in connection herewith.  No Investor Agent shall be under any obligation
to any Conduit or  Financial  Institution  to  ascertain or to inquire as to the
observance or performance of any of the agreements or covenants contained in, or
conditions of, this Agreement or any other Transaction  Document,  or to inspect
the properties, books or records of the Subservicer or the Trendwest Parties. No
Investor  Agent shall be deemed to have knowledge of any  Amortization  Event or
Potential  Amortization Event unless the Investor Agent has received notice from
the RPA Seller or a Purchaser.

     Section 14.4  Reliance by Investor  Agent.  An Investor  Agent shall in all
cases be entitled to rely,  and shall be fully  protected  in relying,  upon any
document  or  conversation  believed by it to be genuine and correct and to have
been  signed,  sent or made by the proper  Person or Persons and upon advice and
statements of legal counsel (including,  without limitation,  counsel to the RPA
Seller),  independent  accountants  and other experts  selected by such Investor
Agent.  An Investor  Agent shall in all cases be fully  justified  in failing or
refusing  to take any  action  under  this  Agreement  or any other  Transaction
Document  unless it shall first have received such advice or  concurrence of the
Purchasers  in its  Group,  as it  deems  appropriate  and  it  shall  first  be
indemnified  to its  satisfaction  by the Financial  Institutions  in its Group,
provided  that  unless and until an  Investor  Agent  shall have  received  such
advice,  such Investor Agent may take or refrain from taking any action it shall
deem  advisable and in the best  interests of the  Purchasers  in its Group.  An
Investor Agent shall in all cases be fully protected in acting, or in refraining
from acting,  in accordance  with a request of the Purchasers in its Group,  and
such request and any action taken or failure to act  pursuant  thereto  shall be
binding upon all the Purchasers in its Group.

     Section 14.5  Non-Reliance  on Investor  Agent and Other  Purchasers.  Each
Purchaser  expressly  acknowledges that neither the Investor Agent of its Group,
nor any of its officers,  directors,  employees,  agents,  attorneys-in-fact  or
affiliates has made any  representations  or warranties to it and that no act by
such Investor Agent hereafter taken, including,  without limitation,  any review
of the affairs of the  Subservicer  or any Trendwest  Party,  shall be deemed to
constitute any representation or warranty by such Investor Agent. Each Purchaser
represents and warrants to the Investor Agent of its Group that it has and will,
independently  and without  reliance upon such Investor  Agent,  the Agent,  any
other  Investor  Agent  or  any  Purchaser  and  based  on  such  documents  and
information  as it  has  deemed  appropriate,  made  its  own  appraisal  of and
investigation into the business, operations,  property, prospects, financial and
other  conditions  and  creditworthiness  of the RPA  Seller  and  made  its own
decision to enter into this Agreement,  the other Transaction Documents to which
it is a party and all other documents related hereto or thereto.

     Section 14.6 Reimbursement and Indemnification.  Each Financial Institution
agrees to  reimburse  and  indemnify  the  Investor  Agent for its Group and its
officers, directors, employees,  representatives and agents ratably according to
its Pro Rata  Share,  to the  extent  not paid or  reimbursed  by the  Trendwest



                                       52
<PAGE>

Parties (i) for any amounts for which the Investor Agent, acting in its capacity
as Investor  Agent,  is  entitled  to  reimbursement  by the  Trendwest  Parties
hereunder and (ii) for any other expenses incurred by the Investor Agent, in its
capacity as Investor  Agent and acting on behalf of the Purchasers in its Group,
in connection with the  administration and enforcement of this Agreement and the
other Transaction Documents.

     Section 14.7 Investor Agent in its Individual  Capacity.  An Investor Agent
and its Affiliates may make loans to, accept deposits from and generally  engage
in any kind of business  with the RPA Seller or any  Affiliate of the RPA Seller
as though  such  Investor  Agent were not the  Investor  Agent  hereunder.  With
respect to the acquisition of Purchaser Interests pursuant to this Agreement, an
Investor Agent shall have the same rights and powers under this Agreement in its
individual capacity as any Conduit or Financial Institution and may exercise the
same  as  though  it were  not an  Investor  Agent,  and  the  terms  "Financial
Institution,"  "Purchaser,"  "Financial  Institutions"  and  "Purchasers"  shall
include the Investor Agent in its individual capacity.

     Section 14.8 Successor Investor Agent. An Investor Agent may, upon 30 days'
notice to the RPA Seller, the Agent, the Conduits and the Financial Institutions
in such  Group,  resign as Investor  Agent.  Such  resignation  shall not become
effective  until a successor  investor  agent is appointed by the  Purchasers in
such Group and such  appointment  is accepted.  After the  effectiveness  of any
retiring Investor Agent's resignation  hereunder as Investor Agent, the retiring
Investor Agent shall be discharged from its duties and obligations hereunder and
under the other Transaction Documents and the provisions of this Article XIV and
Article XI shall  continue in effect for its benefit with respect to any actions
taken or omitted  to be taken by it while it was an  Investor  Agent  under this
Agreement and under the other Transaction Documents.

                                   ARTICLE XV
                                  THE CUSTODIAN

     Section 15.1 Appointment of Custodian; Delivery of Records; Verification.

     (a) The RPA Seller hereby  initially  appoints Wells Fargo Bank  Minnesota,
National  Association,  in its independent corporate capacity, as the Custodian,
to act as custodian and bailee with respect to the Receivable Documents that are
related to the  Receivables.  The Custodian  hereby accepts such appointment and
agrees to maintain and hold all such Receivable Documents received by it for the
exclusive  benefit of the Sellers,  the Servicer,  the Agent and the Purchasers.
With  respect  to such  Receivable  Documents,  the  Custodian  agrees to act in
accordance  with this  Agreement  and in accordance  with any  directions of any
Seller,  Servicer  or Agent.  Under no  circumstances  shall the  Custodian  (i)
deliver  possession  of any  Receivable  Documents  to the Servicer or any other

                                       53
<PAGE>

Person,  or (ii) take any directions  with respect to any  Receivable  Documents
from any Seller,  the Servicer or any other Person,  without the express written
consent of the Agent.

     (b) On a date at least five  Business Days prior to a proposed RSA Purchase
Date,  the  RSA  Seller  shall  deliver  or  cause  to be  delivered  (A) to the
Custodian, the RPA Seller, the Investor Agents and the Agent a Draft Schedule of
Receivables pursuant to the Sale Agreement, which shall list the Receivables the
RSA Seller  proposes to transfer  to the RPA Seller,  and (B) to the  Custodian,
each  Receivable  Document  listed in the definition of "Receivable  Documents,"
other than any Unrecorded Documents, with respect to each Receivable included on
such Draft Schedule of Receivables.

     (c) Upon  receipt  of the  documents  described  in  Section  15.1(b),  the
Custodian  shall  verify,  within two Business Days of the proposed RSA Purchase
Date that (i) all  documents  required  to be  delivered  to it pursuant to this
Agreement are in the Custodian's possession, and that (ii) such documents appear
regular on their face and relate to the  appropriate  Receivable and none of the
Receivable Documents contain evidence of any claims,  liens,  security interests
or encumbrances (other than the lien of this Agreement).

     (d) Not less than two  Business  Days prior to the  proposed  RSA  Purchase
Date,  the  Custodian  shall  deliver to the RSA  Seller,  the RPA  Seller,  the
Investor  Agents  and the  Agent  (in  both  hard  copy  and  electronic  format
acceptable  to  the  Agent)  a  confirmation  and  schedule  (the  "Schedule  of
Exceptions") on which the Custodian shall both confirm that it has performed the
verification described in Section 15.1(c) and note any discrepancy or deficiency
which  exists with  respect to any  Receivable  Document.  The  delivery of such
Schedule of Exceptions shall be the Custodian's  representation that, other than
the discrepancies and deficiencies described in such Schedule of Exceptions, all
Receivable Documents required to be delivered hereunder are in the possession of
the Custodian.  No Receivable  which is listed on a Schedule of Exceptions shall
constitute  an Eligible  Receivable  unless each of the Agent and each  Investor
Agent, in its sole discretion, has consented in writing to the treatment of such
Receivable as an Eligible Receivable.

     (e) On each  RSA  Purchase  Date,  the  Custodian  shall  ensure  that  all
Receivable  Documents  related to  Receivables  conveyed on an RSA Purchase Date
will be marked and placed in files which pertain only to Receivables conveyed to
the RPA Seller under the Sale  Agreement or to the RSA Seller under the Transfer
Agreement, which files are physically separated from the files relating to other
receivables  which the Custodian holds on behalf of itself or others,  including
other Serviced Receivables.

     (f) For each Fractional Interest Receivable, promptly (but in no event more
than five Business Days)  following the date on which the Custodian has received
all  documents  required to be delivered to it pursuant to Section  7.1(n),  the
Custodian  shall deliver to the Agent and the RPA Seller a confirmation  that it
has received  all such  documents  (provided  that the  Custodian  shall have no
responsibility for determining whether such documents satisfy the definitions of
the terms contained therein).  If, by the Undocumented  Receivables Date for any


                                       54
<PAGE>

Fractional  Interest  Receivable,  the  Custodian  has  not  received  all  such
documents, the Custodian shall deliver on the next following Business Day to the
Agent, the Investor Agents and the RPA Seller a notice  describing the documents
which it has not received with respect to such Fractional Interest Receivable.

     Section 15.2  Receipts.  On the Business Day  immediately  preceding an RSA
Purchase  Date,  the Custodian  shall deliver (in both hard copy and  electronic
format acceptable to the Agent) (i) an original certification and receipt in the
form attached  hereto as Exhibit XI (a  "Receipt")  to the RSA Seller,  and (ii)
copies of the Receipt to the RPA Seller,  the  Investor  Agents and Agent.  Each
Receipt  shall  include a list of all  Receivables,  including  such  newly sold
Receivables, for which the Custodian is holding Receivable Documents.

     Section 15.3 Duties of Custodian.

     (a)  Covenant  of  Custodian.  Until this  Agreement  has  terminated,  the
Custodian  shall  maintain the Master  Schedule of Receivables at its office set
forth on the signature page hereof for inspection  during normal  business hours
by interested parties.

     (b) Standard of Care.  The  Custodian  shall use due care in the custody of
the Receivable  Documents and shall segregate and maintain continuous custody of
such Receivable Documents in secure facilities in accordance with such standards
as are customary for such custody in the banking industry and in the Custodian's
care of installment sale contracts and promissory notes pledged for its benefit.
With  respect  to  the  Receivable  Documents,   the  Custodian  shall  (i)  act
exclusively  as the Custodian  for, and the bailee of, the Agent,  (ii) hold all
Receivable  Documents  received by it for the sole and exclusive use and benefit
of the Agent and (iii) make  dispositions  thereof only in  accordance  with the
terms of this Agreement or written instructions from the Agent.

     (c)  Facilities.  The Custodian  shall maintain  continuous  custody of all
items  delivered to it in secure fire resistant  facilities,  which (i) until no
later than December 31, 2001, will be located at Sixth and Marquette Street, MAC
Code N9311-160; Minneapolis, Minnesota 55479 and (ii) no sooner than December 1,
2001, will be relocated to 769 Kasota Avenue,  MAC Code N9328-011,  Minneapolis,
Minnesota 55414. The Custodian will notify Agent of any change of address to any
other  location  no less  than 90 days in  advance  of any  relocation  of these
facilities.  The  Custodian  shall provide  access to the  facilities to the RPA
Seller and the Agent or their related  representatives  at such time as each may
reasonably  request upon two (2)  Business  Days notice.  Upon  presentation  of
written demand for such access,  the Custodian may be reimbursed for reasonable,
documented  out-of-pocket  expenses  incurred by it in  providing  access to its
facilities to the RPA Seller or the Agent.  The Agent may  subsequently  recover
from the RPA Seller such expenses it pays to the Custodian.

                                       55
<PAGE>

         (d) Reviews. Once each calendar year, the RPA Seller shall cause the
Custodian to conduct, or cause to be conducted reviews of all items held by it
under this Agreement in such a manner as shall enable the RPA Seller and the
Agent to verify the accuracy of the Custodian's record keeping. The Custodian
shall immediately report to the RPA Seller, the Investor Agents and the Agent
any defect with respect to a Receivable Document or any failure on its part to
hold the Receivable Documents as herein provided. The Agent, the Investor Agents
or the Servicer may request the Custodian to conduct, or cause to be conducted,
reviews that are additional to the annual review provided for above. Such
additional reviews shall be conducted solely at the expense of the Servicer.

     (e) Release of Documents. Upon receipt of a Request for Release as provided
in Section 2.10 of this  Agreement,  the Custodian  shall,  within five Business
Days, deliver the requested Receivable Documents as directed in such Request for
Release.  Receivable  Documents  properly  released as provided in Section  2.10
shall be free of the  interests  of the Agent for the benefit of the  Purchasers
under  this  Agreement.  Upon  written  notice  of  a  the  declaration  of  the
Amortization  Date, and if TWRI or any of its  Subsidiaries  or Affiliates is no
longer acting as Servicer,  the Custodian shall cooperate to effect the transfer
of the Records to such third parties as is necessary.

     (f) Insurance.  The Custodian  shall,  at its own expense,  maintain at all
times during the existence of this Agreement,  and keep in full force and effect
(a) fidelity insurance,  (b) theft of document insurance, (c) forgery insurance,
and (d) insurance covering the risk of errors and omissions.  All such insurance
shall be in amounts,  with standard coverage and subject to deductibles,  as are
customary   for  insurance   typically   maintained  by  custodians  in  similar
transactions.  A certificate  of the  respective  insurer as to each such policy
shall be furnished to the Agent,  upon  request,  stating that such policy is in
full force and effect.

     (g) Updated  Receipt and Receivable  Data. On each  Determination  Date and
within two  Business  Days of a written  request from the Agent,  the  Custodian
shall provide (i) an updated  Receipt (in both hard copy and  electronic  format
acceptable  to the Agent) to the Agent,  as to the  Receivable  Documents in its
possession  and (ii)  such  electronic  data  regarding  the  Receivables  as is
reasonably requested by the Agent in a format acceptable to the Agent.

     (h) Copies of  Receivable  Documents.  Upon  request  from the  Agent,  the
Custodian  shall,  at the expense of the Servicer,  provide copies of Receivable
Documents to such Agent.

     Section 15.4 Representations and Warranties of Custodian. The Custodian, in
its individual  corporate  capacity,  represents and warrants to the Agent,  the
Investor Agents and the Purchasers that:

     (a) The  Custodian  (i) is duly  organized,  validly  existing  and in good
standing under the laws of the  jurisdiction  of its  organization  and (ii) has
full  corporate  power and  authority  to conduct its  business and affairs as a
Custodian;

                                       56
<PAGE>

     (b) The  Custodian  does not  control,  is not  controlled  by nor is under
common control with, the RPA Seller; and

     (c) This  Agreement,  when executed and delivered by the  Custodian,  shall
constitute the valid, legal and binding obligation of the Custodian, enforceable
against the Custodian in accordance  with its terms,  except as the  enforcement
thereof may be limited by applicable  receivership or similar debtor relief laws
and that certain equitable  remedies may not be available  regardless of whether
enforcement is sought in equity or at law.

     Section  15.5  Adverse  Interests.  By  execution  of this  Agreement,  the
Custodian  represents,  warrants and covenants that it does not currently  hold,
and during the existence of this Agreement shall not hold, any adverse interest,
by way of  security  or  otherwise,  in any  Receivable,  and hereby  waives and
releases any such  interest  that it may have in any  Receivable  as of the date
hereof.  Notwithstanding  any other  provisions  of this  Agreement  and without
limiting the  generality of the foregoing,  the Custodian  shall not at any time
exercise or seek to enforce any claim, right or remedy,  including any statutory
or common law rights of set-off,  if any, that the Custodian may otherwise  have
against all or any part of a Record, Receivable or proceeds of either.

     Section 15.6 Termination or Resignation of Custodian .

     (a) The Agent may,  without  cause,  request that the Custodian be replaced
with a successor  custodian.  Upon receipt of written  directions  from Required
Financial  Institutions  desiring  to remove  the  Custodian,  the  Agent  shall
promptly  notify the Custodian  that all its rights and  obligations  under this
Agreement are  terminated  and the RPA Seller,  with the consent of the Required
Financial  Institutions,  shall immediately  appoint the successor  custodian as
Custodian.

     (b) On and after the Closing Date, the Custodian may at any time resign and
terminate  its  obligations  under  this  Agreement  upon at least 60 days prior
written notice to the Agent,  the Servicer and the RPA Seller.  Such resignation
shall not be effective until a successor Custodian,  acceptable to the Agent and
the  Investor  Agents,  shall have  assumed the duties of  Custodian  hereunder.
Promptly after receipt of notice of the Custodian's resignation, the Agent shall
appoint by written  instrument,  a  successor  Custodian.  If the Agent fails to
appoint a successor Custodian within 60 days of such notice of resignation,  the
Custodian may petition a court of competent  jurisdiction to appoint a successor
Custodian.

     (c) Upon  receipt of such notice of its  termination  pursuant to paragraph
(a) above or its resignation pursuant to paragraph (b) above, the Custodian will
take such actions as are  necessary to best  facilitate  the  transition  of the
performance of the Custodian's  activities to the successor  Custodian,  and the


                                       57
<PAGE>

RPA Seller and the Custodian shall assist the successor  custodian to assume and
perform the duties of the Custodian hereunder  (including the immediate delivery
of all Receivable Documents to the successor custodian).

     Section 15.7 Rights of Custodian.

     (a) The  Custodian  may rely on and shall be  protected  in acting upon any
certificate,  instrument,  opinion,  notice, letter, telegram or other documents
delivered to it and which in good faith it reasonably believes to be genuine and
which has been signed by the proper  party or parties.  The  Custodian  may rely
conclusively  on and shall be protected in acting upon the written  instructions
of any designated officer of the Agent or the Servicer.

     (b) Each of the RPA Seller  (solely to the extent  that  Monthly  Available
Funds are paid to the RPA Seller pursuant to Section 2.2 or Amortization  Period
Available  Funds are paid to the RPA Seller  pursuant  to  Section  2.3) and the
Servicer  shall hold the Custodian  harmless  from and against all  liabilities,
damages,  losses,  fees  (including  reasonable  attorney's  fees) and costs and
expenses  incurred by the Custodian as a result of any legal  proceedings  or in
defending  against any action or claim relating to the performance of its duties
hereunder,  unless such liabilities,  damages,  losses, fees, costs and expenses
shall  arise  from  the  Custodian's  negligence  or  willful  misconduct.   The
Custodian's  rights to  indemnification  shall survive the  termination  of this
Agreement.


                                   ARTICLE XVI
                                  MISCELLANEOUS

     Section 16.1 Waivers and Amendments.

     (a) No failure or delay on the part of the Agent, any Investor Agent or any
Purchaser in exercising any power,  right or remedy under this  Agreement  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or remedy preclude any other further  exercise thereof or the
exercise of any other power,  right or remedy.  The rights and  remedies  herein
provided shall be cumulative and nonexclusive of any rights or remedies provided
by law. Any waiver of this  Agreement  shall be  effective  only in the specific
instance and for the specific purpose for which given.

     (b) No provision of this Agreement may be amended,  supplemented,  modified
or waived  except in writing in accordance  with the  provisions of this Section
16.1(b). The Servicer, the RPA Seller, the Investor Agents and the Agent, at the
direction  of the  Required  Financial  Institutions,  may  enter  into  written
modifications or waivers of any provisions of this Agreement, provided, however,
that no such modification or waiver shall:

                                       58
<PAGE>

     (i)  without  the  consent  of each  affected  Purchaser,  (A)  extend  the
Liquidity  Termination Date or the date of any payment or deposit of Collections
by the RPA  Seller or the  Servicer,  (B)  reduce the rate or extend the time of
payment of Yield (or any component  thereof),  (C) reduce any fee payable to the
Agent or Investor Agent for the benefit of the  Purchasers,  (D) except pursuant
to Article XIII hereof,  change the amount of the Capital of any Purchaser,  any
Financial   Institution's  Pro  Rata  Share  (except  pursuant  to  a  Liquidity
Agreement) or any Financial Institution's Commitment, (E) amend, modify or waive
any  provision of the  definition  of Required  Financial  Institutions  or this
Section 16.1(b),  (F) consent to or permit the assignment or transfer by the RPA
Seller of any of its rights and obligations under this Agreement, (G) change the
definition  of  "Eligible  Receivable",   "Aggregate  Reserves",  "Reserve  Fund
Required Amount", "Hedge Event", "Hedge Accumulation Period", "Net Excess Spread
Percentage",  "Three-Month Average Delinquency Ratio", "Three-Month Consolidated
Delinquency Ratio",  "Three-Month  Average Default Ratio",  "Three-Month Average
Consolidated  Default  Ratio",   "Three-Month  Average  Charge-Off  Ratio",  and
"Three-Month  Consolidated  Charge-Off Ratio" or (H) amend or modify any defined
term (or any defined term used directly or indirectly in such defined term) used
in clauses (A) through (G) above in a manner that would circumvent the intention
of the restrictions set forth in such clauses; or

     (ii) without the written consent of the then Agent,  amend, modify or waive
any provision of this Agreement if the effect thereof is to affect the rights or
duties of such Agent.

Notwithstanding  the  foregoing,  (i) the Agent and any Investor Agent may, with
the consent of the RPA Seller and the Servicer,  amend this Agreement  solely to
add additional Persons as Financial Institutions for such Investor Agent's Group
hereunder  and (ii) the  Agent,  the  Required  Financial  Institutions  and the
Conduits may enter into  amendments  to modify any of the terms or provisions of
Article  XII,  Article  XIII,  Section  16.13  or any  other  provision  of this
Agreement without the consent of the RPA Seller and the Servicer,  provided that
such  amendment has no negative  impact upon such Person.  Any  modification  or
waiver  made in  accordance  with this  Section  16.1 shall apply to each of the
Purchasers equally and shall be binding upon the RPA Seller, the Purchasers, the
Investor Agents and the Agent.

     Section 16.2 Notices.  Except as provided  below,  all  communications  and
notices  provided  for  hereunder  shall be in  writing  (including  bank  wire,
telecopy or electronic  facsimile  transmission or similar writing) and shall be
given to the other  parties  hereto at their  respective  addresses  or telecopy
numbers  set forth on the  signature  pages  hereof or at such other  address or
telecopy  number as such Person may hereafter  specify for the purpose of notice
to each of the other  parties  hereto.  Each such notice or other  communication
shall be effective (i) if given by telecopy,  upon the receipt thereof,  (ii) if
given by mail, at the time such  communication  is received via first class mail
or (iii) if given by any other means,  when received at the address specified in

                                       59
<PAGE>

this Section 16.2.  The RPA Seller  hereby  authorizes  each  Investor  Agent to
effect  purchases  and Tranche  Period and  Discount  Rate  selections  based on
telephonic  notices made by any Person whom the Agent or such Investor  Agent in
good faith  believes  to be acting on behalf of the RPA  Seller.  The RPA Seller
agrees  to  deliver  promptly  to the Agent  and each  Investor  Agent a written
confirmation  of each telephonic  notice signed by an authorized  officer of the
RPA  Seller;  however,  the  absence of such  confirmation  shall not affect the
validity of such  notice.  If the written  confirmation  differs from the action
taken by the Agent or such  Investor  Agent,  the  records of the Agent and such
Investor Agent shall govern absent manifest error.

     Section  16.3  Ratable  Payments.  If any  Purchaser,  whether by setoff or
otherwise,  has payment made to it with respect to any portion of the  Aggregate
Unpaids  owing to such  Purchaser  (other  than  payments  received  pursuant to
Section 11.2 or 11.3) in a greater  proportion  than that  received by any other
Purchaser  entitled to receive a ratable share of such Aggregate  Unpaids,  such
Purchaser agrees, promptly upon demand, to purchase for cash without recourse or
warranty a portion of such  Aggregate  Unpaids held by the other  Purchasers  so
that after such purchase each Purchaser will hold its ratable proportion of such
Aggregate Unpaids;  provided that if all or any portion of such excess amount is
thereafter recovered from such Conduit or Financial  Institution,  such purchase
shall be  rescinded  and the  purchase  price  restored  to the  extent  of such
recovery, but without interest.

     Section 16.4 Protection of Ownership Interests of the Purchasers.

     (a) The RPA Seller agrees that from time to time,  at its expense,  it will
promptly  execute  and  deliver  all  instruments  and  documents,  and take all
actions,  that may be necessary or desirable,  or that the Agent or any Investor
Agent may reasonably request, to perfect,  preserve,  maintain,  protect or more
fully  evidence the Purchaser  Interests,  or to enable the Agent,  any Investor
Agent or the  Purchasers  to exercise  and  enforce  their  rights and  remedies
hereunder.  At any time after the  occurrence or during the  continuation  of an
Amortization  Event,  the Agent may, or the Agent may,  direct the RPA Seller or
Servicer to, notify the Obligors of  Receivables,  at the RPA Seller's  expense,
that the Agent is acting on behalf of the ownership  interests of the Purchasers
under this  Agreement  and may also direct  that  payments of all amounts due or
that become due under any or all  Receivables  be made  directly to the Agent or
its  designee.  The RPA Seller or the Servicer  (as  applicable)  shall,  at any
Purchaser's  request,  withhold the identity of such  Purchaser  (but not of the
Agent) in any such notification.

     (b) If  any  Trendwest  Party  fails  to  perform  any  of its  obligations
hereunder,  the Agent, any Investor Agent or any Purchaser may (but shall not be
required to) perform, or cause performance of, such obligation,  and the Agent's
or such  Investor  Agent's or such  Purchaser's  costs and expenses  incurred in
connection  therewith  shall be payable by the RPA Seller as provided in Section
11.3. Each Trendwest Party irrevocably authorizes the Agent at any time and from
time to time in the sole discretion of the Agent,  and appoints the Agent as its
attorney-in-fact,  to act on behalf of such  Trendwest  Party (i) to  execute on

                                       60
<PAGE>

behalf of the RPA Seller as debtor and to file financing statements necessary or
desirable  in the  Agent's  sole  discretion  to  perfect  and to  maintain  the
perfection and priority of the interest of the Purchasers in the Receivables and
(ii) to file a carbon,  photographic or other  reproduction of this Agreement or
any financing statement with respect to the Receivables as a financing statement
in such offices as the Agent in its sole discretion deems necessary or desirable
to perfect and to maintain the  perfection  and priority of the interests of the
Purchasers in the Receivables.  This appointment is coupled with an interest and
is irrevocable.

     (c) If, at any time following an Amortization Event, in connection with the
sale,  liquidation or disposition by the Agent, any Purchaser or any Servicer of
any Receivables, Timeshare Interests, or other Related Security, it is necessary
to obtain any  license or to  register  or qualify  any such  Person or any such
collateral  under any applicable law or regulation,  each Trendwest Party shall,
at the expense of such Trendwest  Party,  take all actions that may be necessary
or desirable,  or that the Agent may reasonably  request,  to assist in any such
licensing,  registration  or  qualification,  and the  Trendwest  Parties  shall
reimburse  such Agent or Investor  Agent,  each  Purchaser and any such Servicer
(other than Trendwest or any Affiliate  thereof) for any fees, costs or expenses
incurred thereby.

     (d) Each Investor Agent and each Purchaser (i) acknowledges  that the Agent
is and will be the "secured party of record" (as defined in the applicable  UCC)
for purposes of any Financing  Statement filed with respect to the  Receivables,
Related   Security  and   Collections,   and  (ii)   authorizes   the  Agent  to
execute,deliver   or  consent  to  (x)  any   Financing   Statements   or  other
documentation  necessary to perfect, amend or release or terminate such security
interests,  (y) any  Request for  Release  pursuant to Section  2.10 and (z) any
other release provided for in the Agreement with respect to the Receivables.

     Section 16.5 Confidentiality.

     (a) Each Trendwest  Party and each Purchaser shall maintain and shall cause
each of its  employees  and  officers to maintain  the  confidentiality  of this
Agreement and the other confidential proprietary information with respect to the
Agent, the Investor Agents and Conduits and their respective businesses obtained
by it or them in connection with the  structuring,  negotiating and execution of
the transactions  contemplated herein, except that such Trendwest Party and such
Purchaser and its officers and employees may disclose such  information  to such
Trendwest Party's and such Purchaser's external accountants and attorneys and as
required  by any  applicable  law or order  of any  judicial  or  administrative
proceeding.

     (b) Anything herein to the contrary  notwithstanding,  each Trendwest Party
and  the  Subservicer   hereby  consent  to  the  disclosure  of  any  nonpublic
information  with  respect  to it (i) to the Agent,  the  Investor  Agents,  the
Financial  Institutions  or a Conduit  by each  other,  (ii) by the  Agent,  the
Investor  Agents or the  Purchasers  to any  prospective  or actual  assignee or
participant of any of them or to any prospective successor Servicer, or (iii) by
the Agent or any Investor Agent or any Conduit to any rating agency,  Commercial
Paper  dealer  or  provider  of  a  surety,  guaranty  or  credit  or  liquidity

                                       61
<PAGE>

enhancement  to  the  Conduits  or any  entity  organized  for  the  purpose  of
purchasing,  or making loans secured by,  financial assets for which Bank One or
Fleet  acts  as  the  administrative  agent  and  to  any  officers,  directors,
employees,  outside  accountants  and  attorneys  of any of  the  foregoing.  In
addition,  the  Purchasers,  the Investor  Agents and the Agent may disclose any
such nonpublic  information  pursuant to any law, rule,  regulation,  direction,
request or order of any  judicial,  administrative  or  regulatory  authority or
proceedings (whether or not having the force or effect of law).

     Section 16.6 Bankruptcy Petition.  The RPA Seller, the Servicer, the Agent,
each Investor Agent, each Conduit, the Custodian and each Financial  Institution
hereby covenants and agrees that, prior to the date that is one year and one day
after the payment in full of all outstanding senior Indebtedness of any Conduit,
it will not institute against, or join any other Person in instituting  against,
any other Conduit any  bankruptcy,  reorganization,  arrangement,  insolvency or
liquidation proceedings or other similar proceeding under the laws of the United
States or any state of the United  States.  The  provisions of this Section 16.6
shall survive the termination of this Agreement.

     Section  16.7  Limitation  of  Liability.  Except with respect to any claim
arising out of the willful  misconduct or gross  negligence of any Conduit,  the
Agent, any Investor Agent or any Financial Institution,  no claim may be made by
any  Trendwest  Party or any other Person  against any Conduit,  the Agent,  any
Investor  Agent or any Financial  Institution  or their  respective  Affiliates,
directors,  officers, employees,  attorneys or agents for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability  arising out of or related to the  transactions
contemplated  by this  Agreement,  or any act,  omission or event  occurring  in
connection  therewith;  and each Trendwest  Party hereby waives,  releases,  and
agrees not to sue upon any claim for any such  damages,  whether or not  accrued
and whether or not known or suspected to exist in its favor.

     Section 16.8 CHOICE OF LAW. THIS AGREEMENT  SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF ILLINOIS.

     Section  16.9  CONSENT  TO   JURISDICTION.   EACH  TRENDWEST  PARTY  HEREBY
IRREVOCABLY  SUBMIT  TO THE  NON-EXCLUSIVE  JURISDICTION  OF ANY  UNITED  STATES
FEDERAL OR ILLINOIS  STATE COURT  SITTING IN CHICAGO,  ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED
BY SUCH PERSON  PURSUANT TO THIS  AGREEMENT  AND EACH OF TRENDWEST  PARTY HEREBY
IRREVOCABLY  AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION
IT MAY NOW OR  HEREAFTER  HAVE AS TO THE  VENUE  OF ANY  SUCH  SUIT,  ACTION  OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT  FORUM.

                                       62
<PAGE>

NOTHING  HEREIN  SHALL  LIMIT THE RIGHT OF THE AGENT OR ANY  PURCHASER  TO BRING
PROCEEDINGS AGAINST ANY TRENDWEST PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
ANY  JUDICIAL  PROCEEDING  BY ANY  ORIGINATING  PARTY  AGAINST  THE AGENT OR ANY
PURCHASER OR ANY  AFFILIATE OF THE AGENT OR A PURCHASER  INVOLVING,  DIRECTLY OR
INDIRECTLY,  ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT OR ANY DOCUMENT  EXECUTED BY SUCH  ORIGINATING  PARTY PURSUANT TO
THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

     Section  16.10 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER  SOUNDING IN TORT,  CONTRACT OR  OTHERWISE)  IN ANY WAY ARISING OUT OF,
RELATED TO, OR  CONNECTED  WITH THIS  AGREEMENT,  ANY  DOCUMENT  EXECUTED BY THE
SELLER PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP  ESTABLISHED  HEREUNDER OR
THEREUNDER.

     Section 16.11 Integration; Binding Effect; Survival of Terms.

     (a) This  Agreement  amends  and  restates  in its  entirety  the  Previous
Purchase Agreement. Reference to this specific Agreement need not be made in any
agreement,  document,  instrument,  letter,  certificate,  the Previous Purchase
Agreement  itself,  or any  communication  issued  or made  pursuant  to or with
respect to the  Previous  Purchase  Agreement,  any  reference  to the  Previous
Purchase  Agreement being sufficient to refer to the Previous Purchase Agreement
as  amended  and  restated  hereby.  This  Agreement,  each  Collection  Account
Agreement,  each  Liquidity  Agreement and each Fee Letter contain the final and
complete integration of all prior expressions by the parties hereto with respect
to the subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof  superseding  all prior
oral or written understandings.

     (b) This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective  successors and permitted assigns (including
any Paying Agent in bankruptcy).  This Agreement shall create and constitute the
continuing  obligations of the parties  hereto in accordance  with its terms and
shall remain in full force and effect until  terminated in  accordance  with its
terms;  provided,  however, that the rights and remedies with respect to (i) any
breach  of any  representation  and  warranty  made by any  Trendwest  Party  or
Subservicer  pursuant  to  Article  V,  (ii)  the  indemnification  and  payment
provisions  of Article XI, and Sections  16.3 and 16.4 shall be  continuing  and
shall survive any termination of this Agreement.

     Section  16.12  Counterparts;   Severability;   Section  References.   This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts,  each of which when so executed shall be deemed

                                       63
<PAGE>

to be an original and all of which when taken together shall  constitute one and
the same  Agreement.  Any provisions of this  Agreement  which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.  Unless otherwise expressly indicated, all references herein
to  "Article,"  "Section,"  "Schedule"  or  "Exhibit"  shall mean  articles  and
sections of, and schedules and exhibits to, this Agreement.

     Section 16.13 Bank Roles.

     (a) Each of the Financial  Institutions in the Bank One Group  acknowledges
that Bank One acts,  or may in the future act, (i) as  administrative  agent for
Conduits  in the Bank One  Group,  (ii) as  issuing  and  paying  agent  for the
Commercial  Paper of certain  Conduits,  (iii) as Paying Agent,  (iv) to provide
credit or liquidity  enhancement for the timely payment for the Commercial Paper
of certain  Conduits  and (v) to provide  other  services  from time to time for
Conduits in the Bank One Group  (collectively,  the "Bank One  Roles").  Without
limiting the generality of this Section 16.13, each Financial Institution in the
Bank One Group  hereby  acknowledges  and consents to any and all Bank One Roles
and agrees  that in  connection  with any Bank One Role,  Bank One may take,  or
refrain from taking,  any action that it, in its discretion,  deems appropriate,
including  in its role as  administrative  agent  for the  Investor  Agents  and
Purchasers,  and the  giving  of notice  to the  Agent of a  mandatory  purchase
pursuant to a Liquidity Agreement.

     (b) Each of the Financial Institutions in the Fleet Group acknowledges that
Fleet acts,  or may in the future act,  (i) as issuing and paying  agent for the
Commercial  Paper of  certain  Conduits,  (ii) to  provide  credit or  liquidity
enhancement for the timely payment for the Commercial  Paper of certain Conduits
and (iii) to provide other  services from time to time for Conduits in the Fleet
Group (collectively, the "Fleet Roles"). Without limiting the generality of this
Section 16.13, each Financial Institution in the Fleet Group hereby acknowledges
and consents to any and all Fleet Roles and agrees that in  connection  with any
Fleet Role,  Fleet may take, or refrain from taking,  any action that it, in its
discretion, deems appropriate.

     (c) Each of the Financial Institutions in the Fleet Group acknowledges that
FSI acts, or in the future may act as  administrative  agent for Conduits in the
Fleet  Group.  Without  limiting the  generality  of this  Section  16.13,  each
Financial  Institution  in the Fleet Group hereby  acknowledges  and consents to
this role of FSI and agrees that in connection  with this role, FSI may take, or
refrain from taking,  any action that it in its discretion,  deems  appropriate,
including  acting as  administrative  agent for the Purchasers and the giving of
notice to the Agent of a mandatory purchase pursuant to a Liquidity Agreement.

                                       64
<PAGE>

     Section 16.14 Characterization.

     (a) It is the intention of the parties hereto that each purchase  hereunder
shall  constitute  and be treated as an absolute  and  irrevocable  sale,  which
purchase  shall  provide  the  applicable  Purchaser  with the full  benefits of
ownership of the applicable Purchaser Interest.  Except as specifically provided
in this Agreement,  each sale of a Purchaser  Interest hereunder is made without
recourse to the RPA Seller; provided,  however, that (i) the RPA Seller shall be
liable  to  each   Purchaser,   the  Investor   Agent  and  the  Agent  for  all
representations, warranties and covenants made by the RPA Seller pursuant to the
terms of this  Agreement,  and (ii)  such sale  does not  constitute  and is not
intended to result in an assumption by any Purchaser,  the Investor Agent or the
Agent  or any  assignee  thereof  of any  obligation  of the RPA  Seller  or any
Originator or any other person arising in connection with the  Receivables,  the
Related Security, or the related Contracts,  or any other obligations of the RPA
Seller or any Originator.

     (b) If the  conveyance  by the RPA  Seller to the  Investor  Agents for the
benefit  of the  Purchasers  of  interests  in  Receivables  hereunder  shall be
characterized  as a  secured  loan and not a sale,  it is the  intention  of the
parties hereto that this Agreement shall  constitute a security  agreement under
applicable law. In furtherance of the foregoing, the RPA Seller hereby grants to
the  Agent for the  ratable  benefit  of the  Purchasers  a valid and  perfected
security  interest in all of the RPA Seller's  right,  title and interest in, to
and under the Receivables, the Collections, each Collection Account, all Related
Security,  all other rights and payments  relating to the  Receivables,  and all
proceeds  of any  thereof  prior to all other  liens on and  security  interests
therein  to secure the prompt and  complete  payment of the  Aggregate  Unpaids.
After an Amortization  Event,  the Agent, the Investor Agents and the Purchasers
shall have, in addition to the rights and remedies that they may have under this
Agreement,  all other rights and remedies  provided to a secured  creditor after
default under the UCC and other  applicable law, which rights and remedies shall
be cumulative.

     Section  16.15  Nonrecourse  Nature of  Transactions.  Each of the  parties
hereto hereby  acknowledges and agrees that all  transactions  with the Conduits
hereunder  shall be without  recourse of any kind to such Conduit.  Each Conduit
shall have no  obligation to pay any amounts  owing  hereunder  unless and until
such Conduit has received such amounts  pursuant to the Agreement.  In addition,
each party agrees that each Conduit  shall have no  obligation to pay any party,
any amounts  constituting  fees, a  reimbursement  for expenses of  indemnities,
(collectively,  "Expense Claims") and such Expense Claims shall not constitute a
claim  against such Conduit (as defined in Section 101 of Title 11 of the United
States  Bankruptcy  Code),  unless or until such  Conduit has  received  amounts
sufficient to pay such Expense Claims pursuant to the Agreement or the Liquidity
Agreement and such amounts are not required to pay the  Commercial  Paper issued
on behalf of such  Conduit.  This  provision  shall survive  termination  of the
Agreement.

                            [SIGNATURE PAGES FOLLOW]



                                       65
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.

                       TW HOLDINGS III, INC., as RPA Seller


                       By:__________________________________
                       Name:
                       Title:

                       Address:          9805 Willows Road
                                         Redmond, WA 98052

                       TRENDWEST RESORTS INC., as Servicer, an Originator
                       and RSA Seller


                       By:__________________________________
                       Name:
                       Title:

                       Address:          9805 Willows Road
                                         Redmond, WA 98052

                       JUPITER SECURITIZATION  CORPORATION, as a
                       Conduit


                       By:__________________________________
                                Authorized Signatory

                       Address:          c/o Bank One, NA (Main Office Chicago),
                                             as Agent
                                         Asset Backed Finance
                                         Suite 0079, 1-19
                                         1 Bank One Plaza
                                         Chicago, Illinois  60670-0019
                       Fax:              (312) 732-1844



                                       66
<PAGE>



                       BANK ONE, NA (MAIN OFFICE CHICAGO), as a
                       Financial Institution, an Investor Agent and as Agent


                       By:__________________________________
                       Name:
                       Title:

                       Address:      Bank One, NA (Main Office Chicago)
                                     Asset Backed Finance
                                     Suite 0596, 1-21
                                     1 Bank One Plaza
                                     Chicago, Illinois  60670-0596
                       Fax:          (312) 732-4487

                       BANK ONE TRUST COMPANY, NA, as Paying Agent


                       By:__________________________________
                       Name:
                       Title:

                       Address:      Bank One Trust Company, NA
                                     Attn: Darlington Cummings
                                     235 West Schrock Road
                                     Westerville, OH  43081
                       Fax:          (602) 221-1711



                                       67
<PAGE>



                        WELLS FARGO BANK MINNESOTA, NATIONAL
                        ASSOCIATION, as Custodian


                        By:__________________________________
                        Name:
                        Title:

                        Address:      Sixth Street and Marquette
                                      MAC N9311-161
                                      Minneapolis, Minnesota 55479
                                      Attn: Corporate Trust Services,
                                       Asset Backed Administration
                        Fax:          (612) 667-3464

                        BLUE KEEL FUNDING, LLC, as a Conduit


                        By:__________________________________
                        Name:
                        Title:

                        Address:      c/o Global Securitization Services, LLC
                                      114 West 47th Street, Suite 1715
                                      New York, New York 10036
                        Fax:

                        FLEET NATIONAL BANK, as a Financial Institution and an
                          Investor Agent


                        By:__________________________________
                        Name:
                        Title:

                        Address:      115 Perimeter Center Place NE
                                      Atlanta, Georgia 30346
                                      Attn:  Andrew Stickney
                        Fax:          (770) 390-8434
                        Phone:        (770) 390-6529




                                       68
<PAGE>


                         FLEET SECURITIES, INC., as an Investor Agent


                         By:__________________________________
                         Name:
                         Title:

                         Address:      100 Federal Street
                                       Boston, MA 02110
                                       Attn:  David Ruote
                         Fax:          (617) 434-1533
                         Phone:        (617) 434-4016











                                       69
<PAGE>



                                    EXHIBIT I

                                   DEFINITIONS

     As used in this  Agreement,  the  following  terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

     "Acceptable Title Policy" means, with respect to a Fractional  Interest,  a
title  insurance  policy (i) issued by a title  insurance  company  qualified to
write such title insurance  policy in the relevant  jurisdiction;  (ii) insuring
that the  Mortgage  in respect  thereof is a valid first  mortgage  lien on such
Fractional  Interest,  subject only to Permitted Liens;  (iii) in full force and
effect; (iv) freely assignable; (v) which will inure to the benefit of the Agent
as mortgagee of record; (vi) in respect of which no prior mortgagee has done, by
act or  omission,  anything  which would  impair the  coverage of any such title
insurance  policy;  (vii)  is on an ALTA  1992  form (or the  equivalent  in the
Applicable Jurisdiction, omitting or waiving any arbitration requirement and the
"creditor's  rights"  exclusion)  with an  effective  date as of the date of the
recording of the Mortgage; and (viii) containing  endorsements (A) insuring that
no building restriction,  easement, covenant or other similar exception to title
disclosed  on such  title  insurance  policy  has  been  violated  and  that any
violation  thereof  would not  create or result in any  reversion,  reverter  or
forfeiture of title,  (B) with respect to zoning in the form typically issued in
the Applicable  Jurisdiction  (unless other  evidence of compliance  with zoning
requirements has been provided to the  satisfaction of the Agent);  (C) insuring
over any environmental super lien or similar lien upon all or any portion of the
related FI Resort and (D) insuring over violation of usury laws.

     "Accrual  Period"  means each  calendar  month,  provided  that the initial
Accrual Period  hereunder  means the period from (and including) the date of the
initial purchase hereunder to (and including) the last day of the calendar month
thereafter.

     "Accrued  Balance"  means,  with respect to a Receivable  as of any date of
determination, the Outstanding Balance of such Receivable plus the amount of any
accrued and unpaid interest on such Receivable on such date.

     "Acquisition Agreement" means the Acquisition Agreement, dated as of May 4,
2001, by and among Eagle Crest,  Eagle Crest  Vacation  Club,  Running Y Resort,
TWRI and WorldMark.

     "Adverse Claim" means a lien, security interest, charge or encumbrance,  or
other  right or claim  in,  of or on any  Person's  assets  or real or  personal
properties in favor of any other Person, other than the rights created under the
Transaction Documents.

     "Affected  Financial  Institution"  has the  meaning  specified  in Section
13.1(c).

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  controlling,  controlled  by,  or under  direct or  indirect  common
control with, such Person or any

                                    Exh. I-1

<PAGE>



Subsidiary of such Person. A Person shall be deemed to control another Person if
the controlling  Person owns 10.0% or more of any class of voting  securities of
the controlled Person or possesses,  directly or indirectly, the power to direct
or cause the direction of the management or policies of the  controlled  Person,
whether through ownership of stock, by contract or otherwise.

     "Aged  Receivable"  means,  at the end of any Accrual  Period,  an Eligible
Receivable  which was assigned from the RSA Seller to the RPA Seller pursuant to
the Sale  Agreement  on an RSA  Purchase  Date which  occurred 24 months or more
prior to the end of such Accrual Period.  In the case of an Upgrade  Receivable,
such 24 months  shall be  measured  from the RSA  Purchase  Date upon  which the
related Pre-Upgrade Receivable was assigned from the RPA to the RPA Seller.

     "Agent" has the meaning set forth in the preamble to this Agreement.

     "Aggregate  Capital"  means, at any time, an amount equal to the sum of the
Capital of each Purchaser Interest at such time.

     "Aggregate  Reserves"  means the sum of Aggregate  Reserves  (Legacy  Eagle
Crest Receivables) and Aggregate Reserves (Basic Receivables).

     "Aggregate Reserves (Legacy Eagle Crest  Receivables)"  means, at any time,
an  amount  equal to 23% of the Net  Receivables  Balance  (Legacy  Eagle  Crest
Receivables) as of the close of business of the Servicer on such date.

     "Aggregate  Reserves  (Basic  Receivables)"  means,  on any date, an amount
equal to the product of (i) the Basic Receivables  Operative  Enhancement Factor
multiplied by (ii) the Net  Receivables  Balance (Basic  Receivables)  as of the
close of business of the Servicer on such date.

     "Aggregate  Unpaids"  means, at any time, an amount equal to the sum of all
accrued and unpaid fees under the Fee Letters,  all CP Costs,  Yield,  Aggregate
Capital and all other unpaid Obligations (whether due or accrued) at such time.

     "Agreement" means this Receivables Purchase Agreement, as it may be amended
or modified and in effect from time to time.

     "Allocated  Commercial Paper" means Commercial Paper issued by or on behalf
of a Conduit which is allocated to the Purchaser Interests of such Conduit.

     "Amortization  Date"  means the  earlier to occur of (i) the  Business  Day
specified in a written notice from the Agent delivered  pursuant to Section 10.2
following the occurrence of any  Amortization  Event, and (ii) the date which is
30 Business Days after the Agent's receipt of written notice from the RPA Seller
that it wishes to terminate the facility evidenced by this Agreement.

     "Amortization Event" has the meaning specified in Section 10.1.

                                    Exh. I-2

<PAGE>



     "Amortization Period Available Funds" shall mean, on any Settlement Date on
or following the Amortization  Date, the aggregate of (i) the Monthly  Available
Funds for such  Settlement  Date,  (ii) all  amounts on  deposit in the  Reserve
Account and (iii) if so determined by the Agent pursuant to Section 9.1(c),  all
amounts then on deposit in the Hedge Account.

     "Applicable  Declaration"  means, with respect to a Resort, the declaration
of condominium,  declaration of covenants, conditions, and restrictions,  master
deed, or similar document, together with any amendments or restatements thereof,
that  establishes  the  underlying  form of  ownership  of such  Resort  and, if
required by applicable law, that is recorded in the  appropriate  public records
of the Applicable Jurisdiction.

     "Applicable  Jurisdiction"  means,  with respect to a Resort or a Unit, the
state, county, municipality, and/or other governmental jurisdiction (including a
foreign jurisdiction if applicable) in which such Resort or Unit is located.

     "Applicable  Timeshare  Documents"  means all Applicable  Declarations  and
other documents and instruments  relating to a Resort and Unit, Common Elements,
if any, Common Furnishings,  if any, including,  but not limited to, the project
documents,  registrations  and other approvals,  business  licenses,  Contracts,
homeowners association  agreements,  and corporate documents and other documents
to the extent used in the  marketing,  sale,  and  financing  of such  Timeshare
Interests.  Each  Applicable  Timeshare  Document  shall be in form and  content
acceptable to the Agent.  Promptly upon the request of the Agent or any Investor
Agent,  the Servicer  shall  deliver to the Agent or such  Investor  Agent true,
correct,  and complete  copies of all  Applicable  Timeshare  Documents  and any
material amendments thereto.

     "Assignment Agreement" has the meaning set forth in Section 13.1(b).

     "Authorized  Officer" shall mean, with respect to any Trendwest  Party, its
respective corporate controller, chief financial officer or any other designated
officer acceptable to the Agent.

     "Automatic  Debit  Collection"  means the  payment  under a Contract  by an
Obligor by means of automatic  electronic funds transfer from the Obligor's bank
account to the Clearing Account.

     "Bank One" means Bank One,  NA (Main  Office  Chicago),  in its  individual
capacity, and its successors.

     "Bank One Group" means the Group for which Bank One or its successor serves
as Investor Agent.

     "Basic  Receivables"  means all  Receivables  other than Legacy Eagle Crest
Receivables.


                                    Exh. I-3

<PAGE>



     "Basic Receivables  Operative  Enhancement" means, on any date, the greater
of (A) 10% and (B) the Credit Enhancement Factor then in effect minus 2%

     "Big 5  Accounting  Firm" means any of the  independent  public  accounting
firms  of  Arthur  Andersen,  Deloitte  &  Touche,  Ernst  &  Young,  KPMG  LLP,
PriceWaterhouseCoopers, or their successors.

     "Blue Keel " has the meaning set forth in the preamble to this Agreement.

     "Broken  Funding Costs" means for any Purchaser  Interest which (X) (i) has
its  Capital   reduced  or  terminated   without   compliance  with  the  notice
requirements hereunder, (ii) has its Capital reduced or terminated in connection
with a release pursuant to Section 2.10(c)(i) (other than a release occurring on
a  Settlement  Date) or (iii) is assigned  pursuant to a Liquidity  Agreement or
terminated prior to the date it was originally scheduled, the excess, if any, of
(A) the CP Costs or Yield (as  applicable)  that would have  accrued  during the
remainder  of  the  tranche  periods  for  Commercial  Paper  determined  by the
applicable Investor Agent to relate to such Purchaser Interest subsequent to the
date of such reduction or termination on the Capital of such Purchaser  Interest
if such  reduction or termination  had not occurred,  over (B) the sum of (x) to
the extent all or a portion of such Capital is  allocated  to another  Purchaser
Interest, CP Costs or Yield (as applicable) actually accrued during such periods
on such  Capital  for the new  Purchaser  Interest,  and (y) to the extent  such
Capital is not  allocated to another  Purchaser  Interest,  the income,  if any,
actually  received  during such period by the holder of such Purchaser  Interest
from  investing  the portion of such Capital not so  allocated;  or (Y) does not
become  subject  to  reduction  following  the  delivery  of  a  Monthly  Report
describing a reduction (as provided in Section  1.3),  the amount of CP Costs or
Yield,  swap  costs or other  interest  or  hedging  expense  that  accrues  for
Commercial Paper or other funding sources determined by the applicable  Investor
Agent to relate to such Purchaser Interest subsequent to the date such reduction
was  designated to occur  pursuant to such Monthly Report on the Capital of such
Receivable Interest.  In the event that the amount referred to in clause (X) (B)
exceeds the amount  referred to in clause (X) (A),  the  relevant  Purchaser  or
Purchasers agree to pay to the RPA Seller the amount of such excess.  All Broken
Funding Costs shall be due and payable hereunder upon demand.

     "Business  Day" means any day on which banks are not authorized or required
to close in New York,  New York or Chicago,  Illinois and The  Depository  Trust
Company of New York is open for  business  and, if the  applicable  Business Day
relates to any  computation or payment to be made with respect to the LIBO Rate,
any day on which  dealings  in dollar  deposits  are  carried  on in the  London
interbank market.

     "Capital" of any Purchaser  Interest  means,  at any time, (A) the Purchase
Price of such Purchaser  Interest,  minus (B) the sum of the aggregate amount of
Collections  and other  payments  received  by the Agent  which in each case are
applied to reduce such Capital in  accordance  with the terms and  conditions of
this Agreement; provided that such Capital shall be restored (in accordance with
Section 2.5) in the amount of any  Collections or other payments so received and
applied if at any time the  distribution  of such  Collections  or payments  are
rescinded, returned or refunded for any

                                    Exh. I-4

<PAGE>



reason.

     "Capitalization Ratio" means the ratio of (a) Consolidated  Indebtedness to
(b) Consolidated Net Worth.

     "Carrying and Servicing  Costs" means,  for any Accrual Period,  the sum of
(i) all CP Costs  for such  Accrual  Period,  (ii) all Yield  allocable  to such
Accrual Period,  (iii) all fees set forth in the Fee Letters which are allocable
to such Accrual Period and (iv) the servicing  fees and expenses  payable to the
Servicer for such Accrual  Period  pursuant to Section 8.6 of this  Agreement or
otherwise.

     "Change of Control"  means the  acquisition  by any Person,  or two or more
Persons acting in concert,  of beneficial  ownership (within the meaning of Rule
13d-3 of the Securities and Exchange  Commission  under the Securities  Exchange
Act of 1934) of 20% or more of the  outstanding  shares of  voting  stock of any
Trendwest Party or any Originator.

     "Charge-Off  Factor" means,  with respect to any Accrual Period, a fraction
of which the numerator is 365 and the  denominator is the number of days in such
Accrual Period.

     "Charge-Off  Ratio" means,  with respect to any Accrual Period, a fraction,
expressed as a percentage  on a per annum basis,  the  numerator of which is the
product  of (x) the  Charge-off  Factor  for such  Accrual  Period,  and (y) the
Outstanding  Balance of all  Receivables  that  became  Charged-Off  Receivables
during  such  Accrual  Period  (but  excluding  the  Outstanding  Balance of all
Charged-off  Receivables  that were  repurchased by any  Originator  pursuant to
Section  1.5 on the  Settlement  Date  related to such  Accrual  Period) and the
denominator of which is the average  Outstanding  Balance of all Receivables for
such Accrual Period (but excluding any such repurchased Receivables).

     "Charged-Off  Receivable"  means a Receivable:  (i) as to which the Obligor
thereof  has taken  any  action,  or  suffered  any event to occur,  of the type
described in Section  10.1(d) (as if references to Trendwest Party therein refer
to such Obligor);  (ii) as to which the Obligor thereof, if a natural person, is
deceased;  (iii) which,  consistent with the Credit and Collection Policy, would
be written off TWRI's books as uncollectible;  (iv) which has been identified by
the RPA  Seller  as  uncollectible;  or (v) as to  which  any  payment,  or part
thereof, remains unpaid for 179 days or more from the original due date for such
payment.

     "Charged-Off  Serviced Receivable" means a Serviced  Receivable:  (i) as to
which the Obligor thereof has taken any action,  or suffered any event to occur,
to that of the type  described  in  Section  10.1(d)  or a similar  event (as if
references to Trendwest  Party therein refer to such Obligor);  (ii) as to which
the Obligor thereof, if a natural person, is deceased,  (iii) which,  consistent
with the Credit and  Collection  Policy,  would be written  off an  Originator's
books as  uncollectible,  (iv)  which has been  identified  by the RPA Seller as
uncollectible  or (v) as to which any payment,  or part thereof,  remains unpaid
for 179 days or more from the original due date for such payment.

                                    Exh. I-5

<PAGE>



     "Clearing Account" has the meaning set forth in Section 8.2(b).

     "Clearing  Account  Agent"  shall  have the  meaning  set forth in  Section
8.2(b).

     "Clearing Account Bank" shall have the meaning set forth in Section 8.2(b).

     "Collection Account" has the meaning set forth in Section 2.9(a).

     "Collections"  means, with respect to any Receivable,  all cash collections
and other cash  proceeds  in respect of such  Receivable,  including  all yield,
finance  charges or other  related  amounts  accruing  in respect  thereof,  all
proceeds of repurchases pursuant to Section 1.5 of this Agreement,  all payments
made by or on behalf of the RPA Seller in respect of Deemed  Collections and all
cash proceeds of Related Security with respect to such Receivable.

     "Commercial  Paper"  means  promissory  notes of a Conduit  issued by or on
behalf of a Conduit in the commercial paper market.

     "Commitment" means, for each Financial Institution,  the commitment of such
Financial Institution to purchase its Pro Rata Share of Purchaser Interests from
(i) the RPA Seller and (ii) the  Conduits in its Group (the  Capital  associated
with such Pro Rata  Share of such  Purchaser  Interests  not to  exceed,  in the
aggregate,  the  product of (x) the result of 100.0  divided by 102.0 and (y) of
the amount set forth opposite such Financial Institution's name on Schedule A to
this  Agreement,  as such amount may be modified  in  accordance  with the terms
hereof).

     "Common  Elements"  means the common  areas and  facilities,  as defined or
provided  for  in the  Applicable  Declaration  or  other  Applicable  Timeshare
Documents,  including, without limitation, the land and all improvements thereto
except  for the  Units  that  have  been  dedicated  to a  timeshare  regime  or
comparable form of ownership,  as well as any limited common elements,  as those
terms are defined and used in the Applicable Declaration.

     "Common   Furnishings"   means  all   furniture,   furnishings,   fixtures,
appliances, carpeting, and equipment located in a Unit or elsewhere within a the
Resorts and Units and available for use by Obligors in accordance with the terms
and conditions of the Applicable Timeshare Documents.

     "Concord" means Concord Servicing Corporation, an Arizona corporation.

     "Concord  Account" means the account  described as the "Concord Account" on
Exhibit XII to the Agreement.

     "Concord Servicing Agreement" means the time period during which Concord is
acting as Subservicer for the Legacy Eagle Crest Receivables.


                                    Exh. I-6

<PAGE>



     "Concord's  Collection  Policy"  means  Concord's  collection  policies and
practices  relating to Contracts and Receivables  (including  Legacy Eagle Crest
Receivables)  existing on the date hereof and  summarized  in Exhibit XII to the
Sale Agreement, as modified from time to time in accordance with the Agreement.

     "Conduit"  means each of (i)  Jupiter,  (ii) Blue Keel and (iii) each other
issuer of asset-backed  commercial  paper that, at the consent of the RPA Seller
or TWRI,  becomes the owner by assignment  or otherwise of a Purchaser  Interest
and, to the extent of the undivided  interests so  purchased,  shall include any
participants.

     "Consolidated  Charge-Off Ratio" means, for any Accrual Period, a fraction,
expressed as a percentage  on a per annum basis,  the  numerator of which is the
product  of (x) the  Charge-off  Factor  for such  Accrual  Period,  and (y) the
Outstanding  Balance  of  all  Serviced   Receivables  that  became  Charged-Off
Receivables  during  such  Accrual  Period and the  denominator  of which is the
average  Outstanding  Balance of all Serviced  Receivables  for each day in such
Accrual Period.

     "Consolidated  Default Ratio" means, at any time, a percentage equal to (i)
the  aggregate  Outstanding  Balance  of  all  Serviced  Receivables  that  were
Defaulted  Serviced  Receivables  at such  time  divided  by (ii) the  aggregate
Outstanding Balance of all Serviced Receivables at such time.

     "Consolidated  Delinquency Ratio" means, at any time, a percentage equal to
(i) the  aggregate  Outstanding  Balance of all Serviced  Receivables  that were
Delinquent  Serviced  Receivables  at such time  divided  by (ii) the  aggregate
Outstanding Balance of all Serviced Receivables at such time.

     "Consolidated Indebtedness" means the consolidated Indebtedness of TWRI and
its consolidated Subsidiaries.

     "Consolidated  Net Worth" means the  consolidated  shareholders'  equity of
TWRI and its consolidated Subsidiaries.

     "Contingent  Obligation"  of a Person means any  agreement,  undertaking or
arrangement by which such Person  assumes,  guarantees,  endorses,  contingently
agrees to purchase or provide funds for the payment of, or otherwise  becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other  Person,  or  otherwise  assures any  creditor of such other Person
against loss,  including any comfort letter,  operating  agreement,  take-or-pay
contract or application for a letter of credit.

     "Contract"  means  (in the  case of a  Fractional  Interest  Receivable)  a
Mortgage  Note or (in the case of  Receivables  other than  Fractional  Interest
Receivables)  an Installment  Sale Contract and (in either case) and any and all
other instruments, agreements, invoices, or other

                                    Exh. I-7

<PAGE>



writings  pursuant to which  Indebtedness of an Obligor to any Originator arises
or which evidences such Indebtedness.

     "CP Costs" means:

     (a) with respect to Jupiter,  for each day the sum of (i) discount  accrued
on Pooled  Commercial Paper issued by Jupiter on such day, plus (ii) any and all
accrued commissions in respect of placement agents and Commercial Paper dealers,
and issuing and paying agent fees incurred, in respect of such Pooled Commercial
Paper for such day,  plus (iii) other costs  associated  with  funding  small or
odd-lot  amounts with respect to all receivable  purchase  facilities  which are
funded by such Pooled  Commercial  Paper for such day, minus (iv) any accrual of
income net of  expenses  received  on such day from  investment  of  collections
received under all receivable purchase facilities funded substantially with such
Pooled  Commercial  Paper,  minus (v) any  payment  received  on such day net of
expenses in respect of Broken  Funding  Costs  related to the  prepayment of any
Receivables Interest of Jupiter pursuant to the terms of any receivable purchase
facilities funded  substantially with Pooled Commercial Paper issued by Jupiter,
plus (vi) upon the occurrence  and during the  continuation  of an  Amortization
Event or an  Excess  Aged  Receivables  Event,  an  amount  equal  to the  daily
equivalent of 2.0% per annum of total outstanding Capital of Purchaser Interests
of Jupiter.  In addition to the foregoing costs, if the RPA Seller shall request
any  Incremental  Purchase  during any period of time  determined  by  Jupiter's
Investor Agent in its sole discretion to result in incrementally higher CP Costs
applicable to such Incremental  Purchase,  the Capital  associated with any such
Incremental  Purchase  shall,  during  such  period,  be  deemed to be funded by
Jupiter in a special  pool  (which may  include  capital  associated  with other
receivable  purchase  facilities) for purposes of determining such additional CP
Costs  applicable  only to such  special  pool and charged  each day during such
period against such Capital; and

     (b) with respect to Blue Keel, for any Accrual Period (or portion thereof),
the discount  which may be paid or payable by Blue Keel from time to time as (i)
interest on or otherwise (by means of hedge  agreements or otherwise) in respect
of Allocated  Commercial Paper during such Accrual Period as determined by or on
behalf  of Blue  Keel,  and  (ii)  interest  on such  interest  since  the  last
Settlement  Date,  as determined  by or on behalf of Blue Keel,  which  discount
shall reflect and give affect to the commissions of placement agents and dealers
in  respect  of such  Allocated  Commercial  Paper and to net  payments  owed or
received by Blue Keel under any hedge agreements entered into by or on behalf of
Blue Keel in connection with such Allocated Commercial paper; and

     (c) with respect to any other issuer of asset-backed commercial paper which
becomes a Conduit hereunder, the amount specified in the agreement by which such
asset-backed commercial paper issuer becomes a party hereunder.

     "Credit  Agreement"  means that certain Credit Agreement dated as of August
14, 2000,  among TWRI,  Trendwest  South Pacific Party,  Ltd., Key Bank National
Association,  Bank  One,  N.A.,  Fleet and other  financial  institutions  party
thereto, as it may be amended from time to time and any replacements thereof.

                                    Exh. I-8

<PAGE>



     "Credit and Collection Policy" means TWRI's credit and collection  policies
and  practices  relating  to Contract  and  Receivables  and  related  contracts
existing on the date hereof and  summarized in Exhibit VIII hereto,  as modified
from time to time in accordance with this Agreement.

     "Credit  Enhancement  Factor"  means a  percentage  based on the  levels of
aggregate  reserves utilized in the most recently  completed  offering of rated,
intermediate  term  asset-backed  securities  backed by  receivables  originated
primarily by TWRI (the "Most Recent Offering"),  as reasonably determined by the
Agent. The new Credit  Enhancement Factor shall go into effect on the Settlement
Date  immediately  following the closing date of the Most Recent  Offering.  The
Credit Enhancement Factor shall be determined using the following formula:

     BBB Enhancement Level + 1% + (A Enhancement Level - BBB Enhancement  Level)
2 where:

     A  Enhancement  Level = the  percentage of aggregate  reserves  required to
achieve a "A" credit rating (or its equivalent) from each nationally  recognized
rating agency rating the Most Recent Offering.

     BBB Enhancement  Level = the percentage of aggregate  reserves  required to
achieve  a  "BBB"  credit  rating  (or  its  equivalent)  from  each  nationally
recognized rating agency rating the Most Recent Offering.

     "Custodian"  means at any time  the  Person  then  authorized  pursuant  to
Article  XV to act as  custodian  and  bailee  with  respect  to the  Receivable
Documents.

     "Deemed  Collections"  means the  aggregate  of all  amounts the RPA Seller
shall have been deemed to have received as a Collection of a Receivable.  Unless
a Receivable has been repurchased pursuant to Section 1.5 or such Receivable has
been  the  subject  of an  Upgrade  which  complies  with  Section  1.6 of  this
Agreement,  the RPA Seller shall be deemed to have received a Collection in full
of a  Receivable  if at any  time  (i)  the  Outstanding  Balance  of  any  such
Receivable is either (x) reduced as a result of any defective or rejected  goods
or services  (including an Obligor's  inability to exercise the Obligor's rights
to use Resorts and Units),  any discount or any  adjustment  or otherwise by the
RPA Seller (other than cash  Collections on account of the  Receivables)  or (y)
reduced  or  canceled  as a result  of a setoff in  respect  of any claim by any
Person (whether such claim arises out of the same or a related transaction or an
unrelated  transaction)  or (ii) any of the  representations  or  warranties  in
Article V are no longer  true with  respect  to any  Receivable.  The RPA Seller
shall be deemed to have  received  such  Collection  contemporaneously  with the
occurrence of such event.

     "Default  Fee" means with  respect to any amount due and payable by the RPA
Seller

                                    Exh. I-9

<PAGE>



in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000
and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal
to 2.0% above the Prime Rate.

     "Defaulted  Receivable"  means a Receivable on which payment of all or part
of the  amount  due  remains  unpaid for more than 90 and less than 179 days but
which is not a Charged-Off Receivable.

     "Defaulted  Serviced  Receivable"  means,  a Serviced  Receivable  on which
payment  of all or part of the amount  due  remains  unpaid for more than 90 and
less than 179 days but which is not a Charged-Off Serviced Receivable.

     "Default Ratio" means, at any time, a percentage equal to (i) the aggregate
Outstanding  Balance of all Receivables that were Defaulted  Receivables at such
time divided by (ii) the aggregate  Outstanding  Balance of all  Receivables  at
such time.

     "Delinquency  Ratio"  means,  at any time,  a  percentage  equal to (i) the
aggregate   Outstanding   Balance  of  all  Receivables   that  were  Delinquent
Receivables  at such time divided by (ii) the aggregate  Outstanding  Balance of
all Receivables at such time.

     "Delinquent Receivable" means a Receivable as to which any payment, or part
thereof,  remains unpaid for 31 days or more from the original due date for such
payment but which is not a Charged-Off Receivable.

     "Delinquent  Serviced  Receivable" means a Serviced  Receivable as to which
any payment,  or part thereof,  remains  unpaid for 31 or more days or more from
the original due date for such payment but which is not a  Charged-Off  Serviced
Receivable.

     "Designated  Accounts"  shall have the  meaning set forth in Section 2.8 of
this Agreement.

     "Determination Date" means, with respect to an Accrual Period, the 10th day
of the month following such Accrual Period, or if such day is not a Business Day
then the next succeeding Business Day.

     "Diluted  Receivable"  shall mean any Receivable in respect of which one or
more of the events  specified in clause (i) or clause (ii) of the  definition of
"Deemed Collections" shall have occurred.


                                    Exh. I-10

<PAGE>



     "Discount Rate" means the LIBO Rate or the Prime Rate, as applicable,  with
respect to each Purchaser Interest held by a Financial Institution,  except that
upon the occurrence and during the  continuation of an Amortization  Event or an
Excess  Aged  Receivables  Event,  Discount  Rate shall mean the Prime Rate plus
2.0%.

     "Draft Schedule of Receivables" has the meaning set forth in Section 1.1 of
the Sale Agreement.

     "Eagle Crest" means Eagle Crest, Inc., an Oregon corporation.

     "Eagle  Crest  Acquisition"  means  the  transaction  contemplated  by  and
consummated pursuant to the Acquisition Agreement.

     "Eagle Crest  Vacation  Club" means Eagle Crest  Vacation  Club,  Inc.,  an
Oregon not- for-profit corporation.

     "Effective  Date"  has  the  meaning  set  forth  in  Section  1.7 of  this
Agreement.

     "Eligible  Investment"  shall  mean,  at any  time,  any one or more of the
following  types of  investments,  each of which shall mature on or prior to the
next succeeding Settlement Date:

     (i) direct marketable obligations of the United States having a maturity of
not more than 30 days from the date of acquisition;

     (ii)  marketable  obligations  directly and fully  guaranteed by the United
States as to the full and timely  payment of  principal  and  interest  having a
maturity of not more than 30 days from the date of acquisition;

     (iii) bankers'  acceptances and certificates of deposit denominated in U.S.
Dollars in each case having a maturity of not more than 30 days from the date of
acquisition,  and issued by any bank with capital, surplus and undivided profits
aggregating at least $100,000,000,  the short-term unsecured securities of which
are rated at least A-1 by S&P and P-1 by Moody's;

     (iv) commercial  paper having a maturity of not more than 30 days and which
is rated at least A-1 by S&P and P-1 by Moody's;

     (v) freely  redeemable  shares in no-load  money  market funds which invest
solely  in  obligations,  bankers'  acceptances,  certificates  of  deposit  and
commercial  paper of the types  described in clauses (i) through  (iv),  without
regard to the  limitations  as to the  maturity  of such  obligations,  bankers'
acceptances,  certificates  of  deposit  or  commercial  paper set forth in such
clauses, rated at least AAAm by S&P and Aaa by Moody's; and


                                    Exh. I-11

<PAGE>



     (vi) any money  market fund so long as it shall be rated by each of S&P and
Moody's  as either  AAAm,  Aaa,  as an  eligible  investment  for  AAA/Aaa  rate
transactions, or in the highest short-term rating assigned by S&P or Moody's.

     "Eligible Receivable" means, at any time, an Originated Receivable:

     (i) the  Obligor of which (a) if a natural  person,  is a  resident  of the
United States or any Canadian  province other than Quebec,  (b) if a corporation
or other business organization, is organized under the laws of the United States
or any Canadian province other than Quebec or any political  subdivision thereof
and has its chief executive office in the United States or any Canadian province
other than Quebec; (c) is not an Affiliate of any of the parties hereto; and (d)
is not a government or a governmental subdivision or agency,

     (ii) the Obligor of which is not the Obligor of any Delinquent  Receivable,
Defaulted Receivable or Charged-Off Receivable,

     (iii) which is not more than 30 days past due and which has never been more
than 30 days past due,

     (iv) each payment  (notwithstanding any payments made by the Obligor at the
time of entering  into a  Contract)  under which by its terms is due and payable
within no more than 45 days of the original billing date therefor,

     (v) which has not had its payment terms extended (other than in the case of
an Upgrade Contract),

     (vi) the remaining term of which is not greater than 120 months,

     (vii) on which the Obligor has made at least one payment (other than in the
case of an Upgrade Contract),

     (viii)  which is an  "account,"  "chattel  paper,"  "instrument,"  "general
intangible"  or  "payment  intangible"  within  the  meaning  of the  UCC of all
Applicable Jurisdictions,

     (ix) which is denominated  and payable only in United States dollars in the
United States,

     (x) which arises under a Contract which is in substantially the form of one
of the form contracts set forth on Exhibit IX hereto or which has been otherwise
approved by the Agent in writing,  which,  together with such Receivable,  is in
full force and effect and constitutes the legal, valid and binding obligation of
the related  Obligor  enforceable  against such Obligor in  accordance  with its
terms subject to no offset, counterclaim or other defense,


                                    Exh. I-12

<PAGE>



     (xi) which arises  under a Contract  which (A) does not require the Obligor
under such Contract to consent to the transfer, sale or assignment of the rights
and duties of the RPA  Seller  under such  Contract  and (B) does not  contain a
confidentiality provision that purports to restrict the ability of any Purchaser
to exercise its rights under this  Agreement,  including its right to review the
Contract,

     (xii) which arises under a Contract  that  contains an  obligation to pay a
specified sum of money,

     (xiii)  which,  together  with  the  Contract  related  thereto,  does  not
contravene any law, rule or regulation  applicable  thereto  (including any law,
rule and  regulation  relating to truth in lending,  fair credit  billing,  fair
credit reporting,  equal credit opportunity,  fair debt collection practices and
privacy) and with respect to which no part of the Contract related thereto is in
violation of any such law, rule or regulation,

     (xiv)  which  satisfies  all  applicable  requirements  of the  Credit  and
Collection Policy,

     (xv)  which  was  generated  in the  ordinary  course  of  business  of the
Originator thereof,

     (xvi) which arises  solely from the  purchase of Timeshare  Interests by an
Obligor or from an Upgrade by an Obligor,

     (xvii) as to which the Agent has not notified the RPA Seller that the Agent
has determined that such Receivable or class of Receivables is not acceptable as
an  Eligible  Receivable,  including  because  such  Receivable  arises  under a
Contract that is not acceptable to the Agent,

     (xviii) as to which,  if such  Receivable  has been listed on a Schedule of
Exceptions  delivered  by the  Custodian  pursuant  to  Section  15.1(d) of this
Agreement,  the  Agent  has  consented  in  writing  to the  treatment  of  such
Receivable as an Eligible Receivable,

     (xix) the Receivables File for which, as of the RSA Purchase Date, includes
all related Receivable Documents, other than Unrecorded Documents,

     (xx) which, if such Receivable is a Fractional  Interest  Receivable,  does
not  constitute  an  Undocumented  Receivable  as of  the  related  Undocumented
Receivables Date,

     (xxi) with respect to such Receivable, there exists a Receivable File and a
copy of such Receivable File is in the possession of Custodian, and

     (xxii) is not a  Non-TWRI  Receivable  unless  the Agent and each  Investor
Agent has

                                    Exh. I-13

<PAGE>



consented in writing to the inclusion of such non-TWRI Receivable.

Notwithstanding  the  foregoing,  the Legacy Eagle Crest  Receivables  shall not
constitute  Eligible  Receivables  until  such time as the  Agent has  delivered
written  notice to the Seller that (x) it has  received  and  reviewed  UCC lien
searches  conducted  in the  States of  Washington  and Oregon  against  the RTA
Sellers and (y) such results are satisfactory in all respects to the Agent.

     "Environmental   Claims"  means  all  claims,   however  asserted,  by  any
governmental   authority  or  other  Person  alleging  potential   liability  or
responsibility  for violation of any Environmental Law, or for release or injury
to the environment.

     "Environmental  Laws" means all  federal,  state or local  laws,  statutes,
common law duties, rules,  regulations,  ordinances and codes, together with all
administrative orders, directed duties, requests,  licenses,  authorizations and
permits of, and agreements  with,  any  governmental  authorities,  in each case
relating to environmental, health, safety and land use matters.

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

     An  "Excess  Aged  Receivables  Event"  will  occur  on any date if (i) the
Aggregate  Capital on such date exceeds (ii) the result of the Fresh Receivables
Balance on such date minus the Aggregate Reserves on such date.

     "Excess  Concentration  Balances"  means  the sum of  Excess  Concentration
Balance (Canadian Obligors), Excess Concentration Balance (Non-TWRI Receivables)
and Excess Concentration Balance (Legacy Eagle Crest Receivables).

     "Excess  Concentration Balance (Canadian Obligors)" means, at any time, the
amount  (if any) by which the  aggregate  Outstanding  Balance  of the  Eligible
Receivables of all Obligors which are (i) natural persons  resident in Canada or
(ii)  business  organizations   organized  under  the  laws  of  Canada  or  any
jurisdiction therein or which have their chief executive office in Canada or any
jurisdiction  therein  exceeds  10.0% of the  aggregate  Outstanding  Balance of
Eligible Receivables.

     "Excess Concentration Balance (Extended Term Receivables)" means the amount
(if  any) by  which  (a)  the  aggregate  Outstanding  Balance  of the  Eligible
Receivables  that  are  Extended  Term  Receivables  exceeds  (b)  10.0%  of the
aggregate Outstanding Balance of Eligible Receivables.

     "Excess  Concentration  Balance (Legacy Eagle Crest Receivables)" means (i)
from the date of this Agreement  until February 28, 2002, the amount (if any) by
which (a) the aggregate Outstanding Balance of the Eligible Receivables that are
Legacy Eagle Crest  Receivables  exceeds (b) 25.0% of the aggregate  Outstanding
Balance of Eligible  Receivables and (ii) on and after March 1, 2002, the amount
(if  any) by  which  (a)  the  Aggregate  Outstanding  Balance  of the  Eligible
Receivables  that are Legacy  Eagle Crest  Receivables  exceeds (b) 10.0% of the
aggregate Outstanding

                                    Exh. I-14

<PAGE>



Balance of Eligible Receivables.

     "Excess Concentration  Balance (Non-TWRI  Receivables)" means, at any time,
the  amount  (if any) by which  (a) the  aggregate  Outstanding  Balance  of the
Eligible  Receivables  that are  Non-TWRI  Receivables  exceeds (b) 10.0% of the
aggregate Outstanding Balance of Eligible Receivables.

     "Expense Claims" has the meaning set forth in Section 16.15.

     "Extended  Term  Receivable"  means any  Receivable,  the remaining term of
which is greater than 84 months but not greater than 120 months.

     "Facility  Termination Date" means the earliest of (i) the occurrence of an
Amortization  Event,  (ii)  30  Business  Days  after  the  receipt  of  written
notification  from the RPA Seller to the Agent of the RPA Seller's  intention to
terminate the Liquidity Facility, and (iii) the Liquidity Termination Date.

     "Federal  Funds  Effective  Rate"  means,  for any  period,  a  fluctuating
interest  rate per annum equal for each day during such period  equal to (a) the
weighted  average of the rates on  overnight  federal  funds  transactions  with
members of the Federal  Reserve  System  arranged by federal funds  brokers,  as
published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal  Reserve Bank of New York in the Composite  Closing
Quotations  for  U.S.  Government  Securities;  or (b) if  such  rate  is not so
published for any day which is a Business Day, the average of the  quotations at
approximately  10:30  a.m.  (Chicago  time)  for such  day on such  transactions
received by the  Reference  Bank from three  federal funds brokers of recognized
standing selected by it.

     "Fee Letters"  means (i) the letter  agreement  dated as of the date hereof
among the RPA Seller,  TWRI and Bank One, (ii) the letter  agreement dated as of
the date hereof among the RPA Seller,  TWRI and Fleet,  and (iii) any fee letter
between the RPA Seller,  TWRI and any Financial  Institution  or Investor  Agent
that shall become a party  hereunder  pursuant to Section  13.1,  as such may be
amended or modified and in effect from time to time.

     "FI Assignment  Document (First Step)" means,  with respect to a Fractional
Interest  Receivable,  an  absolute  and  unconditional  assignment  in the form
attached  hereto as Exhibit XV relating to the sale,  assignment,  transfer  and
conveyance of such Fractional Interest Receivable from the RSA Seller to the RPA
Seller.

     "FI Assignment  Document (Second Step)" means, with respect to a Fractional
Interest Receivable, an absolute and unconditional assignment in the form of the
attached Exhibit XVI relating to the sale,  assignment,  transfer and conveyance
of such Fractional Interest Receivable from the RPA Seller to Investor Agents on
behalf of the Purchasers in each Investor Agent's applicable Group.

                                    Exh. I-15

<PAGE>



     "FI  Assignment  Documents"  means,  with respect to a Fractional  Interest
Receivable,  the related FI Assignment  Document (First Step) and the related FI
Assignment Document (Second Step).

     "FI  Resort"  means the Depoe Bay resort  located in Depoe Bay,  Oregon and
each other property from time to time designated  hereafter by TWRI to the Agent
as an FI Resort.

     "FI Unit"  means a Unit at an FI  Resort  that has been  designated  in the
Applicable Declaration as reserved for Fractional Interest usage.

     "Finance  Charge  Receivable"  means a  Receivable  in  respect  of Finance
Charges.

     "Finance Charges" means, with respect to a Contract, any finance, interest,
late payment  charges or similar  charges  owing by an Obligor to an  Originator
pursuant to such Contract or any service fees owed to an  Originator  related to
such Contract.  Finance Charges do not include WorldMark membership dues owed by
Obligors.

     "Financial   Institutions"  means  Bank  One,  Fleet,  and  any  Purchasing
Financial  Institution  that shall become a party to this Agreement  pursuant to
Section 13.1.

     "Financing   Statement"  means  a  UCC  financing   statement,   amendment,
continuation statement, release, termination or other filing under the UCC.

     "Fleet" means Fleet National Bank, a national banking association.

     "Fleet  Group"  means the Group  for which FSI or its  successor  serves as
Investor Agent.

     "Fractional Interest" means an undivided fee simple timeshare interest in a
particular  FI Resort or FI Unit,  as a tenant in common  with  other  owners of
undivided  interests  in such FI Resort or FI Unit,  together  with all  rights,
benefits,  privileges,  and  interests  appurtenant  thereto,  including but not
limited to the right to use and occupy an FI Unit within a  development  and the
Common Elements and Common Furnishings,  if any,  appurtenant to such FI Unit or
the  development  during  a  reserved  or  assigned  use  period,  all  as  more
specifically  described  in  the  Applicable  Declaration  or  other  Applicable
Timeshare Documents.

     "Fractional  Interest  Receivable"  means a  Receivable  arising out of the
purchase by an Obligor of a Fractional Interest.

     "Fresh  Receivables   Balance"  means,  at  any  time,  (i)  the  aggregate
Outstanding Balance of all Eligible Receivables at such time reduced by (ii) the
Outstanding Balance of all Aged Receivables at such time.


                                    Exh. I-16

<PAGE>



     "FSI" has the meaning set forth in the preamble to the Agreement.

     "Funding  Agreement"  means this  Agreement and any agreement or instrument
executed by any Funding Source with or for the benefit of Conduit.

     "Funding Source" means (i) any Financial  Institution or (ii) any insurance
company, bank or other funding entity providing liquidity, credit enhancement or
back-up purchase support or facilities to Conduit.

     "GAAP" means  generally  accepted  accounting  principles as in effect from
time to time in the United States, consistently applied.

     "Gross Excess Spread" means, for any Accrual Period,  the total Collections
in respect of Finance  Charge  Receivables  for such Accrual  Period,  minus the
Carrying and Servicing Costs for such Accrual Period.

     "Gross  Excess  Spread  Percentage"  means,  for any  Accrual  Period,  the
percentage  equivalent  of a fraction,  the numerator of which is the product of
twelve and the Gross Excess Spread for such Accrual Period,  and the denominator
of which is the average daily Outstanding Balance of all Receivables during such
Accrual Period.

     "Group" means, for each group of Purchasers, the group consisting of one or
more  Conduits,  related  Financial  Institutions  an Investor  Agents and their
respective  assigns and  participants.  On the Effective Date, (i) Jupiter,  its
Investor Agent and its related  Financial  Institutions  are one Group, and (ii)
Blue Keel, its Investor Agent and its related Financial Institutions are another
Group.

     "Group Limit" means with respect to a Group,  the product of (x) the result
of 100 divided by 102 and (y) the aggregate  Commitments  set forth with respect
to such Group's related Financial Institutions on Schedule A.

     "Hedge  Account" shall have the meaning set forth in Section 2.8(b) of this
Agreement.

     "Hedge Accumulation  Period" has the meaning set forth in Section 9.2(a) of
this Agreement.

     "Hedge  Event"  shall have the  meaning  set forth in  Section  9.1 of this
Agreement.

     "Hedge  Event Cure Date"  means the first  Settlement  Date  following  the
occurrence of a Hedge Event which is both (x) the third  consecutive  Settlement
Date on which no Hedge  Event has been in  existence  and (y) a date on which no
Amortization Event or Potential Amortization Event is then in existence.

                                    Exh. I-17

<PAGE>



     "Hedge  Receipts"  shall mean,  with respect to any  Settlement  Date,  the
aggregate amount of payments received by the Agent or in the Collection  Account
from the counterparty  under any Purchased Hedge since the preceding  Settlement
Date.

     "Hedging  Costs"  shall mean all costs  incurred  in the  acquisition  of a
Purchased Hedge pursuant to Section 9.2 of this Agreement and, if such Purchased
Hedge requires the RPA Seller, the Servicer,  the Agent or any Purchaser to make
subsequent periodic or lump sum payments, any such payments.

     "Incremental  Purchase" means the initial purchase of a Purchaser  Interest
and any subsequent  purchase of one or more Purchaser  Interests which increases
the total outstanding Capital hereunder.

     "Indebtedness" of a Person means such Person's (i) obligations for borrowed
money, (ii) obligations  representing the deferred purchase price of property or
services  (other than accounts  payable  arising in the ordinary  course of such
Person's business payable 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 such Person, (iv)
obligations which are evidenced by notes, acceptances, or other instruments, (v)
capitalized  lease  obligations,  (vi) net liabilities under interest rate swap,
exchange or cap agreements,  (vii) Contingent Obligations and (viii) liabilities
in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

     "Indemnified Amounts" has the meaning set forth in Section 11.1.

     "Indemnified Party" has the meaning set forth in Section 11.1.

     "Independent Director" shall mean a member of the Board of Directors of the
RPA  Seller  who is not at such  time,  and has not been at any time  during the
preceding five (5) years, (A) a director,  officer, employee or affiliate of RPA
Seller, any Originator,  or any of their respective  Subsidiaries or Affiliates,
except as (i) an  Independent  Officer of the RPA Seller or (ii) an  independent
director or independent  officer of any "special  purpose  entity" formed by any
Originator and its Affiliates,  or (B) the beneficial owner (at the time of such
individual's  appointment as an Independent  Director or at any time  thereafter
while  serving as an  Independent  Director)  of any of the  outstanding  common
shares  of  the  RPA  Seller,  any  Originator,   or  any  of  their  respective
Subsidiaries  or  Affiliates,  having  general  voting  rights nor is a sibling,
parent, child or spouse of the foregoing.

     "Independent Officer" shall mean an executive officer of the RPA Seller who
is not at such time,  and has not been at any time during the preceding five (5)
years,  (A) a director,  officer,  employee or affiliate of the RPA Seller,  any
Originator, or any of their respective Subsidiaries or Affiliates, except as (i)
an  Independent  Director of the RPA Seller or (ii) an  independent  director or
independent officer of any "special purpose entity" formed by any Originator and
its Affiliates,  or (B) the beneficial  owner (at the time of such  individual's
appointment as an Independent Officer or

                                    Exh. I-18

<PAGE>



at any time  thereafter  while serving as an Independent  Officer) of any of the
outstanding  common shares of the RPA Seller,  any  Originator,  or any of their
respective  Subsidiaries or Affiliates,  having general voting rights,  nor is a
sibling, parent, child or spouse of the foregoing.

     "Installment  Sale  Contract"  shall  mean (i) a vacation  owner  agreement
executed by TWRI,  WorldMark  and an Obligor,  (ii) a vacation  owner  agreement
executed by Eagle Crest,  Eagle Crest  Vacation Club and an Obligor,  or (iii) a
vacation owner agreement executed by Running Y Resort, Eagle Crest Vacation Club
and an Obligor.

     "Interest  Coverage Ratio" means, as of the close of each fiscal quarter of
TWRI, the ratio of (a) the  consolidated net income of TWRI and its consolidated
Subsidiaries,  determined in accordance with GAAP but without deducting expenses
for interest, taxes on income,  depreciation,  or amortization,  for such fiscal
quarter and the preceding three  consecutive  fiscal quarters of the Servicer to
(b) the consolidated interest expense of TWRI and its consolidated  Subsidiaries
for such period.

     "Investor  Agent"  means  (a)  with  respect  to  Jupiter  and its  related
Financial  Institutions,  Bank One or any successor investor agent designated by
such  parties,  (b)  with  respect  to  Blue  Keel  and  its  related  Financial
Institutions, FSI or any successor investor agent designated by such parties and
(c) with respect to any other Group whose related  Purchasers  become parties to
this  Agreement,  the Person  identified  as such in the agreement by which such
Purchasers became parties to this Agreement.

     "Jupiter" has the meaning set forth in the preamble to this Agreement.

     "Legacy Eagle Crest  Receivables"  shall mean, as of any time, all right to
use timeshare  receivables which (i) were originated by Eagle Crest or Running Y
Resort on or before May 4, 2001,  other than  receivables that have been paid in
full or charged  off,  and (ii) are listed on the Schedule of Legacy Eagle Crest
Receivables  delivered  to the Agent and the  Investor  Agents on or before  the
Effective Date.

     "LIBO  Rate"  means the rate per annum equal to the sum of (i) (a) the rate
at which deposits in U.S.  Dollars appears on the Telerate  Service page 3750 at
approximately  11:00 a.m. (London time) two Business Days prior to the first day
of the relevant Tranche Period, such deposits being in the approximate amount of
the Capital of the Purchaser Interest to be funded or maintained, divided by (b)
one minus the  maximum  aggregate  reserve  requirement  (including  all  basic,
supplemental, marginal or other reserves) which is imposed against the Reference
Bank in respect of Eurocurrency  liabilities,  as defined in Regulation D of the
Board of Governors of the Federal  Reserve System as in effect from time to time
(expressed as a decimal),  applicable to such Tranche  Period plus (ii) 1.0% per
annum. The LIBO Rate shall be rounded, if necessary,  to the next higher 1/16 of
1.0%.

     "Liquidity  Agreement"  means the  liquidity  agreement,  secondary  market
agreement,

                                    Exh. I-19

<PAGE>



asset  purchase  agreement or other  similar  agreement  between a Conduit and a
financial institution evidencing the obligation of such financial institution to
provide  liquidity support to such Conduit in connection with the issuance by or
on behalf of such Conduit of Commercial Paper.

     "Liquidity Termination Date" means September 26, 2002.

     "Master  Schedule of  Receivables"  shall mean a composite  schedule of all
Receivables  conveyed from the RSA Seller to the RPA Seller pursuant to the Sale
Agreement, excluding any Receivables (i) subsequently repurchased or substituted
for, (ii) which were the subject of Upgrade Contracts,  or (iii) the Outstanding
Balance on which has been reduced to zero.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (i) the
financial  condition or operations of any Trendwest Party and its  Subsidiaries,
(ii) the ability of any Trendwest  Party to perform its  obligations  under this
Agreement,  (iii) the legality,  validity or enforceability of this Agreement or
any other Transaction  Document,  (iv) the Agent's,  any Investor Agent's or any
Purchaser's interest in the Receivables  generally or in any significant portion
of the  Receivables,  the  Related  Security  or the  Collections  with  respect
thereto,  or (v)  the  collectibility  of the  Receivables  generally  or of any
material portion of the Receivables.

     "Monthly Available Funds" shall mean, on any Settlement Date, the aggregate
of (i) the aggregate Collections received with respect to Receivables during the
related Accrual Period, (ii) all Deemed Collections with respect to such Accrual
Period (to the extent  actually  deposited  in the  Collection  Account by or on
behalf of the RPA  Seller on or prior to such  Settlement  Date) and any  unpaid
Deemed  Collections  with respect to any earlier  Accrual  Period (to the extent
actually  deposited in the Collection  Account by or on behalf of the RPA Seller
since the  preceding  Settlement  Date),  (iii)  all  amounts  deposited  in the
Collection Account pursuant to Section 1.5 in respect of the conveyance by Agent
to the RPA Seller of Charged-Off  Receivables on such Settlement  Date, (iv) all
investment  earnings  on  funds in the  Designated  Accounts,  including  in any
subaccount  thereof,  (v) Hedge Receipts for such  Settlement  Date and (vi) all
amounts  transferred to the Collection  Account and treated as Monthly Available
Funds pursuant to Section 9.2 or Section 9.4.

     "Monthly Report" means a report,  in  substantially  the form of Exhibit IX
hereto  (appropriately  completed),  furnished by the Servicer to the Agent, the
Investor  Agents and the Paying  Agent  pursuant to Section  8.5. In addition to
such other information as may be included therein, each Monthly Report shall set
forth the information  specified in Section 1.2(c) of the Sale Agreement and the
amounts to be  distributed  pursuant to each clause of Section 2.2(a) or Section
2.3, as applicable.

     "Monthly  Report Date" means the date  specified in Section 8.5(a) on which
the Servicer will forward to the Agent, the Investor Agents and the Paying Agent
the Monthly Report.

     "Monthly Shortfall" has the meaning specified in Section 2.2(b).

                                    Exh. I-20

<PAGE>



     "Moody's" means Moody's Investors Service, Inc.

     "Mortgage" means a properly recorded or registered mortgage, deed of trust,
or  other  security  instrument  customary  in  the  timeshare  industry  in the
Applicable Jurisdiction that creates a valid and enforceable first priority lien
against  the  Fractional  Interest  identified  therein in  accordance  with all
applicable  laws and secures the payment of all principal,  interest,  and other
amounts owed by an Obligor.

     "Mortgage Note" means the promissory note or other  instrument or agreement
executed by an Obligor that evidences the  indebtedness of such Obligor incurred
in connection with the purchase of a Fractional Interest.

     "Net Excess Spread" means, for any Accrual Period, the total Collections in
respect of Finance Charge Receivables for such Accrual Period,  minus the sum of
(i) the  Carrying and  Servicing  Costs for such  Accrual  Period,  and (ii) the
Accrued Balance of all Receivables which became  Charged-Off  Receivables during
such Accrual Period  (determined for each such Receivable  immediately  prior to
the time such Receivable became a Charged-Off Receivable).

     "Net  Excess  Spread   Percentage"  means,  for  any  Accrual  Period,  the
percentage  equivalent  of a fraction,  the numerator of which is the product of
twelve and the Net Excess Spread for such Accrual Period, and the denominator of
which is the average daily  Outstanding  Balance of all Receivables  during such
Accrual Period.

     "Net Receivables  Balance" means the sum of Net Receivables Balance (Legacy
Eagle Crest Receivables) and Net Receivables Balance (Basic Receivables) reduced
by Excess Concentration Balances.

     "Net  Receivables  Balance  (Basic  Receivables)"  means,  at any time, the
aggregate  Outstanding  Balance  of all  Eligible  Receivables  that  are  Basic
Receivables  at  such  time  reduced  by the  Outstanding  Balance  of all  Aged
Receivables that are Basic Receivables.

     "Net Receivables  Balance (Legacy Eagle Crest  Receivables)"  means, at any
time, the aggregate  Outstanding  Balance of all Eligible  Receivables  that are
Legacy Eagle Crest  Receivables  reduced by the Outstanding  Balance of all Aged
Receivables that are Legacy Eagle Crest Receivables.

     "Non-Renewing  Financial  Institution" has the meaning set forth in Section
2.12.

     "Non-TWRI  Receivables"  shall mean,  as of any time,  all Vacation  Credit
receivables  originated  or marketed  by Eagle Crest or Running Y Resort  (other
than Legacy Eagle Crest Receivables) and serviced, administered and collected by
TWRI, other than receivables that have been charged-off or paid in full.

                                    Exh. I-21

<PAGE>



     "Obligations" shall have the meaning set forth in Section 2.1.

     "Obligor"  means  any  Person  obligated  to make  payments  pursuant  to a
Contract.

     "Originated  Receivable"  means the Indebtedness and other obligations owed
by an  Obligor  to an  Originator  (without  giving  effect to any  transfer  or
conveyance under the Sale Agreement or the Transfer Agreement) or the RPA Seller
(after giving effect to the transfers  under the Sale  Agreement or the Transfer
Agreement) whether constituting an account, chattel paper,  instrument,  payment
intangible  or general  intangible,  arising  under a contract  and includes the
obligation to pay any Finance  Charges with respect  thereto.  Indebtedness  and
other  rights  and  obligations  arising  from  any one  transaction,  including
Indebtedness  and other  rights and  obligations  represented  by an  individual
invoice,  shall constitute an Originated  Receivable separate from an Originated
Receivable  consisting  of the  Indebtedness  and other  rights and  obligations
arising from any other transaction.

     "Originator" means each of (i) TWRI in its capacity as the RSA Seller under
the Sale  Agreement  and (ii) each of Eagle  Crest  and  Running Y Resort in its
capacity as an RTA Seller under the Transfer Agreement.

     "Other Sellers" has the meaning set forth in Section 11.4.

     "Outstanding  Balance"  of  any  Receivable  at any  time  means  the  then
outstanding principal balance thereof.

     "Paying Agent" has the meaning set forth in the preamble to this Agreement.

     "Permitted  Liens"  means,  with  respect to a Fractional  Interest,  those
ordinary and customary Adverse Claims which do not materially interfere with the
value or current use of such Fractional Interest.

     "Person"  means  an  individual,  partnership,   corporation  (including  a
business  trust),  limited  liability  company,  joint  stock  company,   trust,
unincorporated  association,  joint venture or other entity,  or a government or
any political subdivision or agency thereof or other entity.

     "Pooled Commercial Paper" means Commercial Paper notes of a Conduit subject
to any particular  pooling  arrangement by a Conduit,  but excluding  Commercial
Paper issued by Conduit for a tenor and in an amount  specifically  requested by
any Person in connection with any agreement effected by a Conduit.

     "Potential  Amortization  Event" means an event which,  with the passage of
time or the giving of notice, or both, would constitute an Amortization Event.

     "Pre-Upgrade  Receivable"  has the meaning set forth in Section 1.6 of this
Agreement.

                                    Exh. I-22

<PAGE>



     "Previous Purchase  Agreement" has the meaning set forth in the recitals to
this Agreement.

     "Prime  Rate"  means a rate per annum  equal to the prime rate of  interest
announced from time to time by Bank One or its parent (which is not  necessarily
the lowest rate charged to any  customer),  changing when and as said prime rate
changes.

     "Pro Rata Share" means,  for each  Financial  Institution  in a Group,  the
Commitment of such Financial  Institution divided by the applicable Group Limit,
adjusted as necessary to give effect to the  application of the terms of Section
2.12.

     "Purchase Limit" means the sum of all Group Limits.

     "Purchase Notice" has the meaning set forth in Section 1.2.

     "Purchase  Price"  means,  with  respect to any  Incremental  Purchase of a
Purchaser  Interest,  the  amount  paid to the RPA  Seller  for  such  Purchaser
Interest which shall not exceed the least of (i) the amount requested by the RPA
Seller in the  applicable  Purchase  Notice,  (ii) the  excess,  if any,  of the
Purchase  Limit over the Aggregate  Capital  immediately  prior to such proposed
Incremental Purchase and (iii) the excess, if any, of the Outstanding Balance of
Eligible  Receivables (less the Aggregate  Reserves) on the applicable  purchase
date over the aggregate  outstanding amount of Capital determined as of the date
of the most recent Monthly Report,  adjusted on a pro forma basis to give effect
to such proposed Incremental Purchase.

     "Purchased  Hedge" means any interest rate swap,  cap,  option,  hedge,  or
other derivative instrument, purchased by or on behalf of the RPA Seller, at the
direction of the Agent and acceptable to the Agent,  for the primary  purpose of
reducing the risk to the RPA Seller or to the Purchaser  Interests of changes in
interest rates.

     "Purchaser" means any Conduit or Financial Institution, as applicable.

     "Purchaser  Interest" means, at any time, an undivided percentage ownership
interest  (computed as set forth below)  expressed  with a designated  amount of
Capital,  selected  pursuant  to the  terms  and  conditions  hereof  in (i) all
Receivables  arising  prior  to the  time  of the  most  recent  computation  or
recomputation of such undivided interest, (ii) all Related Security with respect
to such  Receivables,  and (iii) all  Collections  with  respect  to,  and other
proceeds of, such  Receivables.  Each such undivided  percentage  interest shall
equal:

                                    Exh. I-23

<PAGE>



where:                                       C
                                    ----------------------
                                          NRB - AR

                  C        =        the Capital of such Purchaser Interest.

                  AR       =        the Aggregate Reserves.

                  NRB      =        the Net Receivables Balance.

Such undivided  percentage ownership interest shall be initially computed on its
date of  purchase.  Thereafter,  until its  Amortization  Date,  each  Purchaser
Interest shall be automatically  recomputed (or deemed to be recomputed) on each
day prior to its Amortization Date. The variable  percentage  represented by any
Purchaser  Interest as computed ( or deemed  recomputed)  as of the close of the
business day immediately  preceding its Amortization  Date shall remain constant
at all times after such date.

     "Receipt" has the meaning set forth in Section 15.2 of this Agreement.

     "Receivable"  means an Originated  Receivable  that has been identified for
sale to the RPA  Seller  or sold to the RSA  Seller  or the RPA  Seller,  as the
context may require, but shall not include any Removed Receivable from and after
the date on which  such  Removed  Receivable  is  repurchased  by an  Originator
hereunder.

     "Receivable  Documents" shall mean with respect to each Receivable and each
Obligor:

     (i)  each  original   Installment   Sale  Contract  or  Mortgage  Note,  as
applicable;

     (ii) a notice  of sale  and  assignment  affixed  to the  Installment  Sale
Contract or Mortgage Note, as applicable, stating either (a) if such Installment
Sale  Contract or Mortgage  Note was delivered to the Custodian on or before the
Effective Date, stating:

     The  Receivable  described  herein has been sold to TW Holdings  III,  Inc.
pursuant  to a Sale  Agreement  dated as of  January 7, 2000  between  Trendwest
Resorts,  Inc. and TW Holdings III, Inc.  Undivided  interests in the Receivable
described  have further been sold by TW Holdings  III,  Inc. to Bank One, NA, as
Agent,  pursuant to a Receivables Purchase Agreement dated as of January 7, 2000
among  TW  Holdings  III,  Inc.,  Trendwest  Resorts,  Inc.,  Wells  Fargo  Bank
Minnesota,  National Association,  Juniper Securitization Corporation, Bank One,
NA (Main Office Chicago) and the Purchasers named therein.

     or (b) otherwise, stating:

                                    Exh. I-24

<PAGE>



The Receivable  described herein has been sold to TW Holdings III, Inc. pursuant
to a Receivables Sale Agreement dated as of September 28, 2001 between Trendwest
Resorts,  Inc. and TW Holdings III, Inc.  Undivided  interests in the Receivable
described  have  further  been sold by TW  Holdings  III,  Inc.,  pursuant  to a
Receivables Purchase Agreement dated as of September 28, 2001.

     (iii) to the extent such has been executed by the applicable Originator, an
original of each guarantee, assumption,  modification or substitution agreement,
if any, which relates to the related Receivable (or copy thereof certified by an
officer of the applicable Originator to be a true and correct copy);

     (iv) if such Receivable is a Fractional Interest Receivable,  each original
of the related  Mortgage and FI  Assignment  Documents,  the related  Acceptable
Title Policy and a copy of the related deed; and

     (v) to the extent such are in the possession of the  applicable  Originator
prior to the transfer of the related to the Receivable to the Custodian,  copies
of all other Receivable Files related to such Receivable.

     "Receivable   Files"  shall  mean  the   documents  and  other  papers  and
computerized  records  customarily  maintained  by  the  Servicer  in  servicing
receivables comparable to the Receivables.

     "Records"  means,  with respect to any  Receivable,  all  Contracts,  other
Receivable  Documents and other documents,  books, records and other information
(including  computer  programs,  tapes,  disks,  punch  cards,  data  processing
software  and related  property  and rights)  relating to such  Receivable,  any
Related Security therefor and the related Obligor.

     "Reduction  Percentage"  means, for any Purchaser  Interest acquired by the
Financial  Institutions from Conduit for less than the Capital of such Purchaser
Interest, a percentage equal to a fraction the numerator of which is the Conduit
Transfer  Price  Reduction for such  Purchaser  Interest and the  denominator of
which is the Capital of such Purchaser Interest.

     "Reference  Bank"  means  Bank One or such  other  bank as the Agent  shall
designate with the consent of the RPA Seller.

     "Related Security" means, with respect to any Receivable:

     (a) all security interests,  liens and Mortgages,  and the property subject
thereto  from  time to  time,  if any,  purporting  to  secure  payment  of such
Receivable,  whether  pursuant to the  Contract  related to such  Receivable  or
otherwise,  together  with all  financing  statements  and  security  agreements
describing any collateral securing such Receivable,

                                    Exh. I-25

<PAGE>



     (b) all  guaranties,  insurance  and other  agreements or  arrangements  of
whatever  character  from time to time  supporting  or securing  payment of such
Receivable  whether  pursuant  to the  Contract  related to such  Receivable  or
otherwise,

     (c) all service  contracts and other  contracts and  agreements  associated
with such Receivable,

     (d) all Records related to such Receivable,

     (e) all of the RPA Seller's right,  title and interest in, to and under the
Sale Agreement in respect of such Receivable, and

     (f) all income and proceeds of any of the foregoing.

     "Released  Receivable"  shall mean any Receivable  which (i) is a Defaulted
Receivable  or a  Charged-Off  Receivable  for which the RPA Seller has paid the
consideration  specified in Section 1.5,  (ii) is a  Pre-Upgrade  Receivable  in
respect of which an Upgrade has  occurred  and the Upgrade  Receivable  has been
assigned in  accordance  with  Section  1.6,  (iii) is a Diluted  Receivable  in
respect  of which all  Deemed  Collections  have been  paid in  accordance  with
Section 2.11,  (iv) is a Charged-off  Receivable or a Defaulted  Receivable with
respect to which the  Timeshare  Interests  have  become  Repossessed  Timeshare
Interests  and have been  repurchased  pursuant to Section  1.5(a)(y) or (v) has
been paid in full.

     "Removed  Receivable" means any Receivable  conveyed to the RPA Seller from
the RSA Seller  pursuant to Section 1.1 of the Sale  Agreement but  subsequently
repurchased or substituted  for pursuant to Section 1.5 or otherwise  reconveyed
from the RPA Seller to the RSA Seller.

     "Repossessed  Timeshare  Interests"  means,  with respect to a  Charged-off
Receivable or a Defaulted Receivable, the related Timeshare Interests which have
been  repossessed  from or returned by the Obligor on such  Receivable  (whether
through foreclosure, repossession, deed in lieu of foreclosure, or other means).

     "Required   Financial   Institutions"   means,   at  any  time,   Financial
Institutions with Commitments in excess of 66-2/3% of the aggregate Commitments.

     "Required Notice Period" means two days.

     "Reserve  Account"  has  the  meaning  set  forth  in  Section  2.8 of this
Agreement.

     "Reserve Fund Required  Amount" shall mean, as of any date, an amount equal
to 2.0% of the Aggregate Capital outstanding on such date.

                                    Exh. I-26

<PAGE>



     "Resort" means an FI Resort or a VC Resort, as applicable.

     "Resorts and Units" means,  collectively,  FI Resorts, FI Units, VC Resorts
and VC Units.

     "Revolving  Period  Termination  Date"  means  September  26,  2002,  or as
extended upon written notice from the Agent, on behalf of the Purchasers, to the
RPA Seller.

     "RPA Seller" has the meaning set forth in the preamble to this Agreement.

     "RSA  Purchase  Date" means (i) a date that is a "Purchase  Date" under the
Sale  Agreement  and (ii) any date on which the RPA Seller  acquires any Upgrade
Receivable pursuant to the Sale Agreement.

     "RSA  Seller"  means  TWRI in its  capacity  as the  Seller  under the Sale
Agreement.

     "RSA Year" means a one-year period,  measured from and including January 7,
2000, or the anniversary of such date, as applicable.

     "RTA Purchase Date" means a date that is the "RTA Effective Date" under the
Transfer Agreement.

     "RTA  Seller"  means each of Eagle Crest and Running Y Resort,  each in its
capacity as transferor under the Transfer Agreement.

     "Running Y Resort" means Running Y Resort, Inc., an Oregon corporation.

     "S&P" means Standard & Poor's Ratings Services.

     "Sale Agreement" means that certain Receivables Sale Agreement, dated as of
the date hereof, between the Originator and the RPA Seller.

     "Schedule of  Exceptions"  has the meaning set forth in Section  15.1(d) of
this Agreement.

     "Schedule of  Receivables"  has the meaning set forth in Section 1.1 of the
Sale Agreement.

     "Seller" means each of the RPA Seller, the RTA Seller and the RSA Seller.

     "Serviced  Receivables"  shall  mean,  as of any  time,  all  right  to use
timeshare,  Fractional  Interests or Vacation Credit  receivables  originated or
serviced by or on behalf of any Originator other than receivables that have been
paid in full or charged off and including the

                                    Exh. I-27

<PAGE>



Receivables.

     "Servicer"  means at any time the  Person  (which  may be the  Agent)  then
authorized  pursuant  to  Article  VIII  to  service,   administer  and  collect
Receivables.

     "Settlement  Date" means (A) the 20th day of each month (or, if such day is
not a Business  Day, then the next  Business  Day),  and (B) the last day of the
relevant  Tranche Period in respect of each Purchaser  Interest of the Financial
Institutions.

     "Settlement  Period"  means (A) in respect of each  Purchaser  Interest  of
Conduit,  the immediately  preceding Accrual Period,  and (B) in respect of each
Purchaser Interest of the Financial  Institutions,  the entire Tranche Period of
such Purchaser Interest.

     "Subsidiary"  of a Person  means (i) any  corporation  more than 50% of the
outstanding  securities  having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its  Subsidiaries or by such Person and one or more of its  Subsidiaries,  or
(ii) any partnership,  association,  limited liability company, joint venture or
similar business  organization  more than 50% of the ownership  interests having
ordinary  voting  power  of which  shall at the time be so owned or  controlled.
Unless otherwise  expressly  provided,  all references  herein to a "Subsidiary"
shall mean a Subsidiary of TWRI.

     "Subservicer"  means  Concord  or any  other  Person  appointed  by TWRI to
administer, service and collect the Legacy Eagle Crest Receivables.

     "Successor  Servicer Fee" shall mean, at any time,  that TWRI or one of its
Affiliates  is not then  active  as the  Servicer,  the fees and  other  amounts
required to provide  reasonable  compensation to the Servicer in connection with
servicing,  administering  and collecting the Receivables,  which fees and other
amounts shall have been agreed upon by Agent and such Servicer.

     "Term Offering" has the meaning set forth in Section 2.10(c)(ii)(C).

     "Terminating Conduit" shall have the meaning given to it in Section 2.12.

     "Terminating  Financial  Institution"  has the meaning set forth in Section
2.12.

     "Terminating   Purchaser"  means  a  Terminating   Conduit  or  Terminating
Financial Institution, as applicable.

     "Terminating Tranche" has the meaning set forth in Section 4.3(b).

     "Three-Month Average Consolidated Charge-Off Ratio" means, as at the end of
any Accrual Period,  the average of the Consolidated  Charge-off Ratios for such
Accrual Period and each of the two immediately preceding Accrual Periods.

                                    Exh. I-28

<PAGE>



     "Three-Month Average  Consolidated  Delinquency Ratio" means, as at the end
of any Accrual Period,  the average of the  Consolidated  Delinquency  Ratio for
such Accrual Period and each of the two immediately preceding Accrual Periods.

     "Three-Month  Average  Consolidated  Default Ratio" means, as at the end of
for any Accrual Period, the average of the Consolidated  Default Ratios for such
Accrual Period and each of the two immediately preceding Accrual Periods.

     "Three-Month  Average Charge-Off Ratio" means, as at the end of any Accrual
Period, the average of the Charge-Off Ratios for such Accrual Period and each of
the two immediately preceding Accrual Periods.

     "Three-Month Average Delinquency Ratio" means, as at the end of any Accrual
Period, the average of the Delinquency Ratio for such Accrual Period and each of
the two immediately preceding Accrual Periods.

     "Three-Month  Average  Default  Ratio" means,  as at the end of any Accrual
Period,  the average of the Default  Ratios for such Accrual  Period and each of
the two immediately preceding Accrual Periods.

     "Timeshare   Interests"  means  each  of  Vacation  Credits  or  Fractional
Interests  or, with the consent of the  Investor  Agents,  other  Vacation  Club
ownership interests, as applicable.

     "Tranche  Period" means,  with respect to any Purchaser  Interest held by a
Financial Institution:

     (a) if Yield for such Purchaser  Interest is calculated on the basis of the
LIBO Rate, a period of one,  two,  three or six months,  or such other period as
may be mutually  agreeable to the applicable  Investor Agent and the RPA Seller,
commencing on a Business Day selected by the RPA Seller or the Agent pursuant to
this  Agreement.  Such  Tranche  Period  shall end on the day in the  applicable
succeeding calendar month which corresponds  numerically to the beginning day of
such Tranche Period,  provided,  however,  that if there is no such  numerically
corresponding day in such succeeding month, such Tranche Period shall end on the
last Business Day of such succeeding month; or

     (b) if Yield for such Purchaser  Interest is calculated on the basis of the
Prime Rate, a period commencing on a Business Day selected by the RPA Seller and
agreed to by the applicable Investor Agent, provided no such period shall exceed
one month.

If any  Tranche  Period  would end on a day which is not a  Business  Day,  such
Tranche Period shall end on the next succeeding Business Day, provided, however,
that in the case of Tranche Periods corresponding to the LIBO Rate, if such next
succeeding  Business Day falls in a new month,  such Tranche Period shall end on
the immediately preceding Business Day. In the case of any Tranche

                                    Exh. I-29

<PAGE>



Period for any Purchaser  Interest of which  commences  before the  Amortization
Date and would  otherwise end on a date occurring after the  Amortization  Date,
such Tranche  Period shall end on the  Amortization  Date.  The duration of each
Tranche  Period which  commences  after the  Amortization  Date shall be of such
duration as selected by the Agent.

     "Transaction Documents" means, collectively,  this Agreement, each Purchase
Notice, the Sale Agreement,  each Liquidity  Agreement,  each Collection Account
Agreement,  each Fee  Letter,  the  Subordinated  Note (as  defined  in the Sale
Agreement),  the FI Assignment Documents,  and all other instruments,  documents
and agreements executed and delivered in connection herewith.

     "Transfer Agreement" means that certain Receivable Transfer Agreement dated
as of the date hereof among Eagle Crest, Running Y Resort and TWRI.

     "Trendwest  Parties"  has the  meaning  set forth in the  preamble  to this
Agreement.

     "TWRI" shall have the meaning it is given in the preamble.

     "UCC" means the Uniform  Commercial  Code as from time to time in effect in
the specified jurisdiction.

     "Unit" means an apartment,  condominium  unit, or other  structure  that is
affixed to real property and designed and available, pursuant to applicable law,
for use and  occupancy as a vacation  residence by one (1) or more  individuals,
together with all related Common Elements,  if any, and Common  Furnishings,  if
any, easements, and other appurtenances thereto.

     "Undocumented  Receivable" means any Fractional  Interest  Receivable as to
which all actions and  deliveries  specified in Section 7.1(j) have not occurred
by the related Undocumented Receivable Date.

     "Undocumented  Receivable  Date" shall mean,  with  respect to a Fractional
Interest  Receivable,  the date  which is 90 days  after the date on which  such
Receivable was originated.

     "Unrecorded   Document"  means,  with  respect  to  a  Fractional  Interest
Receivable on any date, each document  described in Section 7.1(n) which has not
at such date been recorded or registered in the Applicable Jurisdiction.

     "Upgrade"  means the  cancellation  of an existing  Contract  (other than a
Contract with respect to Fractional  Interests)  and entry into a new,  84-month
Contract  by an  Obligor,  WorldMark  and an  Originator,  pursuant to which the
Obligor purchases additional Vacation Credits.

     "Upgrade Contract" means the new Contract entered into by an Obligor,  TWRI
and WorldMark related to an Upgrade by such Obligor.


                                    Exh. I-30

<PAGE>



     "Upgrade  Receivable"  has the  meaning  set forth in  Section  1.6 of this
Agreement.

     "Vacation  Club" means each of WorldMark  and Eagle Crest Club.  References
herein to a Vacation Club being "related" to an Originator shall be construed as
follows:  (i) WorldMark is "related" (a) to TWRI with respect to all Receivables
originated  by TWRI  and (b) to  Running  Y and  Eagle  Crest  with  respect  to
Receivables   originated  by  Running  Y  and  Eagle  Crest  on  and  after  the
effectiveness  of the Eagle  Crest  Acquisition;  and (ii)  Eagle  Crest Club is
"related"  to  Eagle  Crest  and  Running  Y with  respect  to  all  Receivables
originated  by Eagle  Crest or Running Y before the  effectiveness  of the Eagle
Crest Acquisition.

     "VC Resorts" means those  properties owned in fee simple by WorldMark or in
which  WorldMark  has a valid  leasehold  interest,  which an  Obligor  who is a
Vacation  Credit  owner  has  limited  rights  to  use  under  the  terms  of an
Installment Sale Contract  between an Originator,  WorldMark and such Obligor as
more  fully  described  in  the  Applicable  Declaration  and  other  Applicable
Timeshare Documents.  This definition includes all VC Resorts in existence as of
the date of this Agreement or which come into existence  during the term of this
Agreement.  To the extent that a  particular  property  has both VC Units and FI
Units,  it shall  constitute a VC Resort to the extent of the VC Units and an FI
Resort to the extent of the FI Units.

     "VC Units"  means Units that are  designated  for use by owners of Vacation
Credits.

     "Vacation Credits" means ownership  interests in WorldMark that entitle the
owner to use VC Resorts.

     "WorldMark" means WorldMark,  The Club, a California  not-for-profit mutual
benefit corporation.

     "Yield" means for each  respective  Tranche Period  relating to a Purchaser
Interest held by a Financial Institution,  an amount equal to the product of the
applicable  Discount Rate for each Purchaser Interest  multiplied by the Capital
of such  Purchaser  Interest for each day elapsed  during such  Tranche  Period,
annualized on a 360 day basis.

     All accounting terms not specifically  defined herein shall be construed in
accordance  with  GAAP.  All terms  used in Article 9 of the UCC in the State of
Illinois,  and not  specifically  defined herein,  are used herein as defined in
such Article 9.

                                    Exh. I-31

<PAGE>



                                   EXHIBIT II

                             FORM OF PURCHASE NOTICE

                                     [Date]

Bank One, NA (Main Office Chicago), as Agent for the Purchasers parties and
         as Investor Agent for the Purchasers in its Group

Suite 0079, 1-21
1 Bank One Plaza
Chicago, Illinois 60670
Attention:   Asset Backed Finance

Fleet Securities, Inc.
         as Investor Agent for the Purchasers in its Group

100 Federal Street
Boston, MA 02110
Attn:  David Ruote

                           Re:   Purchase Notice

Ladies and Gentlemen:

     The  undersigned  refers to that certain  Receivables  Purchase  Agreement,
dated as of September 28, 2001(the  "Receivables  Purchase Agreement," the terms
defined  therein  being used herein as therein  defined),  among (a) TW Holdings
III, Inc., a Delaware corporation ("RPA Seller");  (b) Trendwest Resorts,  Inc.,
an Oregon  corporation,  as initial  Servicer;  (c) Wells Fargo Bank  Minnesota,
National  Association,  as  Custodian;  (d)  the  Financial  Institutions  party
thereto; (e) Jupiter Securitization Corporation, a Delaware corporation and Blue
Keel Funding, LLC, a Delaware limited liability company, as Conduits;  (f) Fleet
Securities,  Inc.,  as an Investor  Agent;  (g) Bank One Trust  Company,  NA, as
Paying  Agent  and (h) Bank One,  NA (Main  Office  Chicago)  as Agent and as an
Investor Agent,  and hereby gives you notice,  irrevocably,  pursuant to Section
1.2 of the Receivables Purchase Agreement,  that the undersigned hereby requests
an Incremental  Purchase under the Receivables  Purchase Agreement,  and in that
connection  sets  forth  below  the  information  relating  to such  Incremental
Purchase  ("Proposed  Purchase")  as required by Section 1.2 of the  Receivables
Purchase Agreement:

     (i) The Business Day of the Proposed  Purchase is [insert  purchase  date],
which date is at least two (2) Business Days after the date hereof.

     (ii) (A) The requested Purchase Price in respect of the portion of the

                                    Exh. II-1

<PAGE>



     Proposed  Purchase  by Jupiter or its  related  Financial  Institutions  is
$___________.

     (B) The requested  Purchase Price in respect of the portion of the Proposed
Purchase by Blue Keel or its related Financial Institution is $________.

     (iii)  (A)  If a the  Proposed  Purchase  to be  funded  by  the  Financial
Institutions in Jupiter's Group,  the requested  Discount Rate is __________ and
the requested Tranche Period is __________.

     (B) If the Proposed Purchase is to be funded by the Financial  Institutions
in Blue  Keel's  Group,  the  requested  Discount  Rate is  ___________  and the
requested Tranche Period is _____________.

     (iv) Attached  hereto is each Schedule of Receivables  for any  Receivables
either  being  sold  under the Sale  Agreement  on the date of such  Incremental
Purchase  or which  were  sold  under the Sale  Agreement  since the date of the
preceding Incremental  Purchase.  Each such Schedule of Receivables includes the
applicable RSA Purchase Date.

     (v) Payment of the Purchase Price should be made to the following  account:
Bank of America, NA - Seattle, WA ABA No. 125000024 Account No: 68617018 Account
Name: Trendwest Resorts Concentration Account.

     The undersigned hereby certifies that the following  statements are true on
the date hereof,  and will be true on the date of the Proposed  Purchase (before
and after giving effect to the Proposed Purchase):

     (a) the  representations  and  warranties of the  undersigned  set forth in
Section 5.1 of the Receivables Purchase Agreement are true and correct on and as
of the date of such Proposed Purchase as though made on and as of such date;

     (b) the Facility  Termination  Date shall not have occurred,  the aggregate
Capital of all Purchaser  Interests  shall not exceed the Purchase Limit and the
aggregate Purchaser Interests shall not exceed 100%; and

     (c) no event has  occurred  and is  continuing,  or would  result from such
Proposed  Purchase,  that  will  constitute  an  Amortization  Event,  Potential
Amortization Event or Excess Aged Receivables Event.

     The undersigned hereby certifies that the following statements will be true
on the date

                                    Exh. II-2

<PAGE>



of the Proposed  Purchase  (after  giving  effect to the Proposed  Purchase) (or
that, if such statements are not true, then the RPA Seller will not complete the
Proposed Purchase):

     (i) all actions and conditions  specified in Article XV of the  Receivables
Purchase Agreement which are to be taken or satisfied on or prior to the date of
a Proposed Purchase shall have been fully performed or satisfied; and

     (ii) the amount of funds in the  Reserve  Account  shall equal at least the
Reserve Fund Required Amount.

                                    Very truly yours,

                                    TW HOLDINGS III, INC.


                                    By:________________________________
                                    Name:
                                    Title:







                                    Exh. II-3

<PAGE>



                                   EXHIBIT III

                    PLACES OF BUSINESS OF THE SELLER PARTIES;
                              LOCATIONS OF RECORDS;
                     FEDERAL EMPLOYER IDENTIFICATION NUMBER

Place of Business:

         TW Holdings III, Inc.
         9805 Willows Road
         Redmond, WA 98052
         (425) 498-2544
         (425) 498-3053 fax

         Trendwest Resorts, Inc.
         9805 Willows Road
         Redmond, WA 98052
         (425) 498-2500
         (425) 498-3053 fax

Location of Records:

         9805 Willows Road
         Redmond, WA 98052
         (425) 498-2500
         (425) 498-3053 fax

Federal Employer Identification Number:

         Trendwest Resorts Inc.:            93-1004403
         TW Holdings III, Inc.:             91-2014178



                                   Exh. III-1

<PAGE>

                                   EXHIBIT IV

                            FORM OF SELLER DIRECTION


                             TW Holdings, III, Inc.

                              RPA Seller Direction

Bank One, NA (Main Office Chicago),
         as Agent
Asset Backed Finance
Suite 0079, 1-19
1 Bank One Plaza
Chicago, Illinois  60670-0019


Ladies and Gentlemen:

     Pursuant to the provisions of Section 2.10(c) of the  Receivables  Purchase
Agreement,  dated as of September 28, 2001(the "Receivables Purchase Agreement,"
the terms defined  therein being used herein as therein  defined),  among (a) TW
Holdings  III,  Inc.,  a Delaware  corporation  ("RPA  Seller");  (b)  Trendwest
Resorts, Inc., an Oregon corporation,  as initial Servicer; (c) Wells Fargo Bank
Minnesota,  National Association,  as Custodian;  (d) the Financial Institutions
party thereto; (e) Jupiter  Securitization  Corporation,  a Delaware corporation
and Blue Keel Funding,  LLC, a Delaware limited liability company,  as Conduits;
(f) Fleet  Securities,  Inc., as an Investor Agent;  (g) Bank One Trust Company,
NA, as Paying Agent and (h) Bank One, NA (Main  Office  Chicago) as Agent and as
an Investor Agent, you are hereby requested to release the Receivables listed on
Schedule A hereto in exchange for $_______.  The  undersigned  hereby  certifies
that (i) the amount  set forth in the  previous  sentence  equals the sum of the
Outstanding  Balances of the  Receivables  listed in Schedule A plus all accrued
and unpaid interest thereon and (ii) in choosing the Receivables to be released,
the RPA Seller  has not used a  selection  process  that  identified  any of the
Receivables  being released as any more desirable than the Receivables  retained
by the Agent on behalf of the Purchasers.

     IN WITNESS  WHEREOF,  the  undersigned has executed this direction this ___
day of ______________, ___.

                                  TW HOLDINGS III, INC.

                                  By: __________________________
                                        Name:
                                        Title:

                                    Exh. IV-1

<PAGE>

                         SCHEDULE A TO SELLER DIRECTION

                             SCHEDULE OF RECEIVABLES










                                    Exh. IV-2

<PAGE>

                                    EXHIBIT V

                         FORM OF COMPLIANCE CERTIFICATE

To:  Bank One, NA (Main Office Chicago), as Agent

     This  Compliance   Certificate  is  furnished   pursuant  to  that  certain
Receivables Purchase Agreement,  dated as of September 28, 2001(the "Receivables
Purchase  Agreement,"  the terms  defined  therein  being used herein as therein
defined),  among  (a) TW  Holdings  III,  Inc.,  a  Delaware  corporation  ("RPA
Seller");  (b)  Trendwest  Resorts,  Inc.,  an Oregon  corporation,  as  initial
Servicer;  (c) Wells Fargo Bank Minnesota,  National Association,  as Custodian;
(d)  the  Financial  Institutions  party  thereto;  (e)  Jupiter  Securitization
Corporation,  a  Delaware  corporation  and Blue Keel  Funding,  LLC, a Delaware
limited  liability  company,  as Conduits;  (f) Fleet  Securities,  Inc.,  as an
Investor  Agent;  (g) Bank One Trust Company,  NA, as paying agent to the extent
described herein (the "Paying Agent") and (h) Bank One, NA (Main Office Chicago)
as agent for the Purchasers hereunder or any successor agent hereunder (together
with its successors and assigns  hereunder,  the "Agent"),  as an Investor Agent
and as a Financial Institution, (the "Agreement").

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1. I am the duly elected _______________ of the RPA Seller.

     2. I have  reviewed  the terms of the  Agreement  and I have made,  or have
caused to be made under my supervision,  a detailed  review of the  transactions
and  conditions  of the RPA Seller and its  Subsidiaries  during the  accounting
period covered by the attached financial statements.

     3. The examinations  described in paragraph 2 did not disclose,  and I have
no knowledge of, the existence of any  condition or event which  constitutes  an
Amortization  Event,  Potential  Amortization Event, Hedge Accumulation Event or
Excess Aged Receivables Event, as each such term is defined under the Agreement,
during or at the end of the accounting period covered by the attached  financial
statements  or as of the  date of  this  Certificate,  except  as set  forth  in
paragraph 5 below.

     4. Schedule I attached  hereto sets forth  financial data and  computations
evidencing the compliance with certain covenants of the Agreement,  all of which
data and computations are true, complete and correct.

     5.  Exhibit  I  attached  hereto  is a copy of the most  recent  compliance
certificate delivered in connection with the Credit Agreement.

     5. Described below are the  exceptions,  if any, to paragraph 3 by listing,
in detail,  the nature of the condition or event, the period during which it has
existed and the action which the RPA Seller has taken, is taking, or proposes to
take with respect to each such condition or event:

                                    Exh. V-1

<PAGE>



     The foregoing  certifications,  together with the computations set forth in
Schedule I hereto and the financial  statements  delivered with this Certificate
in support hereof, are made and delivered this __ day of ____________, __ .

                                 TRENDWEST RESORTS, INC.


                                 By:__________________________________
                                 Name:
                                 Title:





                                    Exh. V-2

<PAGE>



                         SCHEDULE I TO COMPLIANCE REPORT


     A. Schedule of Compliance  as of  __________,  ____ with Section ___ of the
Agreement.  Unless otherwise  defined herein,  the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.

     This schedule relates to the month ended:______________














                                    Exh. V-3

<PAGE>
                                   EXHIBIT VI

                          FORM OF ASSIGNMENT AGREEMENT


                  THIS ASSIGNMENT AGREEMENT is entered into as of the ___ day of
____________, ____, by and between________________________________ ("RPA
   Seller") and _____________________________________________ ("Purchaser").

     PRELIMINARY STATEMENTS

     A. This Assignment  Agreement is being executed and delivered in accordance
with Section  13(b) of that certain  Amended and Restated  Receivables  Purchase
Agreement dated as of September 28, 2001(the  "Receivables  Purchase Agreement,"
the terms defined  therein being used herein as therein  defined),  among (a) TW
Holdings  III,  Inc.,  a Delaware  corporation  ("RPA  Seller");  (b)  Trendwest
Resorts, Inc., an Oregon corporation,  as initial Servicer; (c) Wells Fargo Bank
Minnesota,  National Association,  as Custodian;  (d) the Financial Institutions
party thereto; (e) Jupiter  Securitization  Corporation,  a Delaware corporation
and Blue Keel Funding,  LLC, a Delaware limited liability company,  as Conduits;
(f) Fleet  Securities,  Inc., as an Investor Agent;  (g) Bank One Trust Company,
NA, as Paying Agent and (h) Bank One, NA (Main  Office  Chicago) as Agent and as
an Investor  Agent,  (as  amended,  modified or restated  from time to time) the
"Purchase  Agreement").  Capitalized terms used and not otherwise defined herein
are used  with the  meanings  set  forth or  incorporated  by  reference  in the
Purchase Agreement.

     B.  The  RPA  Seller  is a  Financial  Institution  party  to the  Purchase
Agreement,   and  the  Purchaser  wishes  to  become  a  Financial   Institution
thereunder; and

     C. The RPA Seller is selling and  assigning  to the  Purchaser an undivided
____________% (the "Transferred Percentage") interest in all of the RPA Seller's
rights  and  obligations  under  the  Purchase  Agreement  and  the  Transaction
Documents, including the RPA Seller's Commitment and (if applicable) the Capital
of the RPA Seller's Purchaser Interests as set forth herein;

     The parties hereto hereby agree as follows:

     1. This sale, transfer and assignment effected by this Assignment Agreement
shall become  effective  (the  "Effective  Date") two (2) Business Days (or such
other date selected by the Agent in its sole  discretion)  following the date on
which a notice  substantially  in the  form of  Schedule  II to this  Assignment
Agreement  ("Effective  Notice") is delivered  by the Agent to Conduit,  the RPA
Seller and the Purchaser. From and after the Effective Date, the Purchaser shall
be a Financial  Institution  party to the  Purchase  Agreement  for all purposes
thereof as if the  Purchaser  were an original  party  thereto and the Purchaser
agrees to be bound by all of the terms and provisions contained therein.



                                    Exh. VI-1

<PAGE>

     2.  If the  RPA  Seller  has no  outstanding  Capital  under  the  Purchase
Agreement,  on the Effective Date, the RPA Seller shall be deemed to have hereby
transferred and assigned to the Purchaser,  without recourse,  representation or
warranty  (except as provided in paragraph 6 below),  and the Purchaser shall be
deemed to have hereby  irrevocably  taken,  received  and  assumed  from the RPA
Seller, the Transferred Percentage of the RPA Seller's Commitment and all rights
and obligations  associated therewith under the terms of the Purchase Agreement,
including  the  Transferred  Percentage  of  the  RPA  Seller's  future  funding
obligations under Section 4.1 of the Purchase Agreement.

     3. If the RPA  Seller  has  any  outstanding  Capital  under  the  Purchase
Agreement,  at or  before  12:00  noon,  local  time of the RPA  Seller,  on the
Effective  Date  the  Purchaser  shall  pay to the RPA  Seller,  in  immediately
available funds, an amount equal to the sum of (i) the Transferred Percentage of
the outstanding  Capital of the RPA Seller's  Purchaser  Interests (such amount,
being hereinafter  referred to as the "Purchaser's  Capital");  (ii) all accrued
but unpaid  (whether  or not then due)  Yield  attributable  to the  Purchaser's
Capital; and (iii) accruing but unpaid fees and other costs and expenses payable
in respect of the Purchaser's  Capital for the period  commencing upon each date
such unpaid amounts commence accruing,  to and including the Effective Date (the
"Purchaser's Acquisition Cost");

whereupon, the RPA Seller shall be deemed to have sold, transferred and assigned
to the  Purchaser,  without  recourse,  representation  or  warranty  (except as
provided in paragraph 6 below), and the Purchaser shall be deemed to have hereby
irrevocably  taken,  received and assumed from the RPA Seller,  the  Transferred
Percentage  of the RPA Seller's  Commitment  and the Capital of the RPA Seller's
Purchaser Interests (if applicable) and all related rights and obligations under
the Purchase Agreement and the Transaction Documents,  including the Transferred
Percentage of the RPA Seller's future funding  obligations  under Section 4.1 of
the Purchase Agreement.

     4. Concurrently with the execution and delivery hereof, the RPA Seller will
provide to the  Purchaser  copies of all  documents  requested by the  Purchaser
which were delivered to such RPA Seller pursuant to the Purchase Agreement.

     5. Each of the parties to this Assignment Agreement agrees that at any time
and from time to time upon the  written  request  of any  other  party,  it will
execute and deliver such further  documents  and do such further acts and things
as such other party may  reasonably  request in order to effect the  purposes of
this Assignment Agreement.

     6. By executing and delivering  this Assignment  Agreement,  the RPA Seller
and the  Purchaser  confirm  to and  agree  with each  other,  the Agent and the
Financial  Institutions  as  follows:  (a)  other  than the  representation  and
warranty  that it has not  created  any Adverse  Claim upon any  interest  being
transferred  hereunder,  the RPA Seller makes no  representation or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made by any other Person in or in connection  with the Purchase
Agreement or the  Transaction  Documents or the execution,  legality,  validity,
enforceability, genuineness, sufficiency or value of the Purchaser,

                                    Exh. VI-2

<PAGE>

the Purchase  Agreement or any other instrument or document  furnished  pursuant
thereto or the  perfection,  priority,  condition,  value or  sufficiency of any
collateral;  (b) the RPA Seller makes no  representation or warranty and assumes
no responsibility with respect to the financial condition of the RPA Seller, any
Obligor, or any RPA Seller Affiliate or the performance or observance by the RPA
Seller,  any Obligor,  or any RPA Seller  Affiliate  of any of their  respective
obligations under the Transaction  Documents or any other instrument or document
furnished  pursuant  thereto  or in  connection  therewith;  (c)  the  Purchaser
confirms that it has received a copy of the Transaction Documents, together with
such other  documents and  information as it has deemed  appropriate to make its
own credit  analysis and decision to enter into this Assignment  Agreement;  (d)
the Purchaser will,  independently and without reliance upon the Agent, Conduit,
the RPA Seller or any other Financial Institution or Purchaser and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions in taking or not taking action under the Purchase
Agreement  and  the  Transaction  Documents;  (e)  the  Purchaser  appoints  and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers under the Transaction Documents as are delegated to the Agent by the
terms thereof,  together with such powers as are reasonably  incidental thereto;
(f) the Purchaser appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Transaction Documents as are
delegated to the Agent by the terms  thereof,  together  with such powers as are
reasonably incidental thereto; and (g) the Purchaser agrees that it will perform
in accordance with their terms all of the obligations which, by the terms of the
Purchase Agreement and the Transaction  Documents,  are required to be performed
by it as a Financial Institution or, when applicable, as a Purchaser.

     7. Each party hereto  represents  and warrants to and agrees with the Agent
that it is  aware  of and  will  comply  with  the  provisions  of the  Purchase
Agreement, including Sections 4.1, 14.1 and 16.6 thereof.

     8.  Schedule I hereto sets forth the revised  Commitment  of the RPA Seller
and the Commitment of the Purchaser, as well as administrative  information with
respect to the Purchaser.

     9. THIS  ASSIGNMENT  AGREEMENT  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.

     10. The Purchaser hereby covenants and agrees that, prior to the date which
is one year and one day after the payment in full of all senior Indebtedness for
borrowed  money of Conduit,  it will not  institute  against,  or join any other
Person  in  instituting   against,   Conduit  any  bankruptcy,   reorganization,
arrangement,  insolvency or liquidation  proceedings or other similar proceeding
under the laws of the United States or any state of the United States.


                                    Exh. VI-3

<PAGE>



     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Assignment
Agreement to be executed by their  respective  duly  authorized  officers of the
date hereof.


                  By:  _______________________________

                     Title:   ____________________________



                  By: ________________________________

                     Title: _____________________________










                                    Exh. VI-4

<PAGE>



                       SCHEDULE I TO ASSIGNMENT AGREEMENT


                       LIST OF LENDING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS


Date: _______________, ____


Transferred Percentage:             ________%



                A-1         A-2            B-1            B-2
                ---         ---            ---            ---
                                           Outstanding
             Commitment      Commitment    Capital        Ratable
RPA Seller   [existing]     [revised]      (if any)       Share
----------   ----------     ---------      --------       -----





               A-1                           B-1            B-2
                                             Outstanding
              Commitment                     Capital        Ratable
Purchaser     [initial]                      (if any)       Share





Address for Notices

Attention:
Phone:
Fax:



                                    Exh. VI-5

<PAGE>
                       SCHEDULE II TO ASSIGNMENT AGREEMENT

                                EFFECTIVE NOTICE


TO
         ------------------------
         ------------------------
         ------------------------

TO:
         ------------------------
         ------------------------
         ------------------------

     The undersigned, as Agent under the Receivables Purchase Agreement dated as
of  September  28,  2001by  and among (a) TW  Holdings  III,  Inc.,  a  Delaware
corporation ("RPA Seller");  (b) Trendwest Resorts, Inc., an Oregon corporation,
as initial Servicer;  (c) Wells Fargo Bank Minnesota,  National Association,  as
Custodian;   (d)  the  Financial   Institutions   party  thereto;   (e)  Jupiter
Securitization Corporation, a Delaware corporation and Blue Keel Funding, LLC, a
Delaware limited liability company, as Conduits; (f) Fleet Securities,  Inc., as
an Investor Agent; (g) Bank One Trust Company,  NA, as Paying Agent and (h) Bank
One,  NA (Main  Office  Chicago)  as Agent  and as an  Investor  Agent  and as a
Financial Institution, hereby acknowledges receipt of executed counterparts of a
completed   Assignment   Agreement  dated  as  of  ____________,   ____  between
__________________,  as the RPA Seller,  and  __________________,  as Purchaser.
Terms defined in such Assignment Agreement are used herein as therein defined.

     1.  Pursuant  to such  Assignment  Agreement,  you  are  advised  that  the
Effective Date will be ______________, ____.

     2.  Conduit  hereby  consents to the  Assignment  Agreement  as required by
Section 12.1(b) of the Purchase Agreement.

     3. Pursuant to such Assignment Agreement,  the Purchaser is required to pay
$____________  to the RPA Seller at or before  12:00 noon (local time of the RPA
Seller) on the Effective Date in immediately available funds.

                                Very truly yours,

                                 BANK ONE, NA, individually and as Agent


                                 By: _____________________________
                                  Title: _________________________



                                    Exh. VI-6

<PAGE>




                                  JUPITER SECURITIZATION
                                   CORPORATION


                                   By: _____________________________
                                       Authorized Signatory















                                    Exh. VI-7

<PAGE>



                                   EXHIBIT VII

                          CREDIT AND COLLECTION POLICY










                                   Exh. VII-1

<PAGE>



                                  EXHIBIT VIII

                       FORMS OF INSTALLMENT SALE CONTRACTS















                                   Exh. VIII-1

<PAGE>



                                   EXHIBIT IX

                             FORM OF MONTHLY REPORT













                                    Exh. IX-1

<PAGE>



                                    EXHIBIT X

                           FORM OF REQUEST FOR RELEASE

Wells Fargo Bank Minnesota,
National Association
MAC N 9311-161
Minneapolis, Minnesota 55479
Attn:    Corporate Trust Services,
         Asset Backed Administration

   Re:Receivables Purchase Agreement dated as of September 28, 2001,
      among (a) TW Holdings III, Inc., a  Delaware corporation ("RPA
      Seller"); (b) Trendwest Resorts, Inc., an Oregon corporation, as initial
      Servicer; (c) Wells Fargo Bank Minnesota, National Association, as
      Custodian; (d) the Financial Institutions party thereto; (e) Jupiter
      Securitization Corporation, a Delaware corporation and Blue Keel
      Funding, LLC, a Delaware limited liability company, as Conduits; (f)
      Fleet Securities, Inc., as an Investor Agent; (g) Bank One Trust
      Company, NA, as Paying Agent and (h) Bank One, NA (Main Office
      Chicago) as Agent and as an Investor Agent and as a Financial
      Institution, (the "RPA")

     Pursuant  to  Sections  2.10 and  15.3(d) of the  above-referenced  RPA, in
connection with the Receivables  indicated on Schedule A hereto,  we request the
release of the related Receivable  Documents [specify  documents] for the reason
indicated  below.  Capitalized  terms used but not defined herein shall have the
meanings given them in "Definitions" attached as Exhibit I to the RPA.

Purchase Number:

Reason for Requesting Release (check all that apply)

___ 1.         Liquidation
___ 2.         Breach of representation and warranty
___ 3.         Missing Receivable Documents
___ 4.         Failure to file financing statements
___ 5.         Cease to be an Eligible Receivable
___ 6.         Paid in Full
___ 7.         Upgrade

                                BANK ONE, NA(Main Office Chicago),


                               By:___________________________
                                  Name:
                                  Title:
Release consented to:
[PURCHASERS]

By:      __________________________
         Name:
         Title:
                                    Exh. X-1
<PAGE>

                                   EXHIBIT XI

                                 FORM OF RECEIPT

RECEIPT NO.[Date]

Re:  Amended and Restated  Receivables  Purchase Agreement dated as of September
     28, 2001,  among (a) TW Holdings III,  Inc., a Delaware  corporation  ("RPA
     Seller");  (b) Trendwest Resorts,  Inc., an Oregon corporation,  as initial
     Servicer;  (c)  Wells  Fargo  Bank  Minnesota,   National  Association,  as
     Custodian;  (d) the  Financial  Institutions  party  thereto;  (e)  Jupiter
     Securitization  Corporation,  a Delaware corporation and Blue Keel Funding,
     LLC,  a  Delaware  limited  liability  company,  as  Conduits;   (f)  Fleet
     Securities,  Inc., as an Investor Agent; (g) Bank One Trust Company, NA, as
     Paying Agent and (h) Bank One, NA (Main Office  Chicago) as Agent and as an
     Investor Agent and as a Financial Institution (the "RPA")

Ladies and Gentlemen:

     In accordance  with the provisions of Section 15.2 of the  above-referenced
the  RPA,  the  undersigned,  as  Custodian,  hereby  certifies  that as to each
Receivable described in the Schedule of Receivables, a copy of which is attached
hereto, it has reviewed each Receivable Document and has determined that (i) all
documents  required  to be  delivered  to it  pursuant  to  the  RPA  are in its
possession,  and (ii) based on its examination of the foregoing documents,  such
documents appear regular on their face and relate to the appropriate  Receivable
and none of the Receivable  Documents  contains  evidence of any claims,  liens,
security interests or encumbrances (other than the lien of the Agent).

     The  Custodian  hereby  confirms  that it is holding  each such  Receivable
Document as agent and bailee of the Agent, as agent for the Purchasers, pursuant
to the terms of the RPA. The Custodian hereby confirms it will act in accordance
with  the  standard  of  care  standard   provided  in  the  RPA  and  under  no
circumstances  shall the  Custodian  (i) deliver  possession  of any  Receivable
Document to the RPA Seller or any other Person, or (ii) take any directions with
respect to any  Receivable  Documents  from the  Borrower  or any other  Person,
without the express written consent of the Agent.

                                     WELLS FARGO BANK MINNESOTA,
                                     NATIONAL ASSOCIATION,
                                     as Custodian


                                     By:      __________________________
                                     Name:
                                     Title:


                                    Exh. XI-1

<PAGE>



                              SCHEDULE A TO RECEIPT

                             SCHEDULE OF RECEIVABLES










                                    Exh. XI-2

<PAGE>



                                   EXHIBIT XII

                                 ACCOUNT NUMBERS

Account                    Bank Name and Address               Account Number

Clearing Account           Key Bank, National Association      479681015661
                           Mail Code WA31180512
                           P.O. Box 90027
                           Bellevue, Washington 98009-9027

Collection Account         Bank One, NA (Main Office Chicago)  0400045000
                           1 Bank One Plaza
                           Chicago, Illinois  60670-0019

Reserve Account            Bank One, NA (Main Office Chicago)  0400045001
                           1 Bank One Plaza
                           Chicago, Illinois  60670-0019

Hedge Account              Bank One, NA (Main Office Chicago)  0400045002
                           1 Bank One Plaza
                           Chicago, Illinois  60670-0019

Concord Account            _______________________             ___________






                                   Exh. XII-1

<PAGE>

                                  EXHIBIT XIII

                           SCHEDULE OF CUSTODIAN FEES

     The following fees are contained in the letter agreement dated December 15,
2000, by and among Wells Fargo Bank  Minnesota,  National  Association,  and the
Servicer, and are subject to the terms and conditions thereof.

 I.       Acceptance Fee                                                Waived
          Includes document review, account set-up and all
          initial services; a one-time fee.

 II.      Deposit and Certification of Loan Files                       $1.65
          Per file, includes inventory and review of documents
          in file and reinstatements of released and rejected files.

 III.     Annual Safekeeping Fee                                        $1.10
          Per file; billed monthly.

 IV.      Final/Trailing Documents                                      $0.50
          Per occurrence; includes filing of documents in the file.

 V.       Release Requests/Rejected Release Requests                    $1.65
          Per occurrence; 48 hour turnaround time,
          excludes shipping.

 VI.      Inter-filing Fee                                              Waived

              Per file; assumed the receipt of loan files in loan
              number order.

 VII.     Attorney's Fees                                               At cost

                                   Exh. XIII-1

<PAGE>



                                   EXHIBIT XIV

                           FORM(S) OF MORTGAGE NOTE(S)












                                   Exh. XIV-1

<PAGE>



                                   EXHIBIT XV

                   FORM OF FI ASSIGNMENT DOCUMENT (FIRST STEP)











                                    Exh. XV-1

<PAGE>



                                   EXHIBIT XVI

                  FORM OF FI ASSIGNMENT DOCUMENT (SECOND STEP)

     This FI Assignment  Agreement  ("Second Step") (this  "Assignment") is made
and  executed  as of  _________,  2001 by TW  Holdings  III,  Inc.,  a  Delaware
corporation ("RPA Seller"), whose address is ________________________,  in favor
of Bank  One,  NA (Main  Office  Chicago),  as Agent  pursuant  to the  Purchase
Agreement as hereinafter defined ("Purchaser"). Unless defined elsewhere herein,
capitalized  terms in this Assignment  shall have the meanings  assigned to such
terms in the Agreement.

1.   The RPA Seller and Purchaser  and certain  other parties  entered into that
     certain Amended and Restated  Receivables  Purchase Agreement,  dated as of
     September 28, 2001 (as the same may be amended,  amended and  restated,  or
     supplemental   from  time  to  time,  being  herein  called  the  "Purchase
     Agreement"),  pursuant  to which the RPA Seller has agreed to sell,  on the
     terms and  conditions  set forth in the  Agreement,  to  Purchaser  certain
     Receivables (as defined and further  described in the Purchase  Agreement).
     This Assignment is being delivered pursuant to the Agreement.

2.   For value  received in  accordance  with the  Purchase  Agreement,  the RPA
     Seller  hereby  sells,  conveys,  assigns,   transfers  and  sets  over  to
     Purchaser, to the extent of the Purchaser Interests therein, all of the RPA
     Seller's right,  title and interest in and to (i) the Receivables  owned by
     the RPA Seller on the date hereof,  (ii) the Related  Security with respect
     to such  Receivables and (iii) all  Collections  with respect to, and other
     proceeds of, such  Receivables.  Such Related Security includes each of the
     mortgages  and deeds of trust  identified  on  Exhibit A  attached  to this
     Assignment and incorporated into this Assignment by reference.

3.   The execution and delivery of this Assignment  shall not subject  Purchaser
     to, or transfer or pass to Purchaser,  or in any way affect or modify,  the
     liability of the RPA Seller under all or part of such Receivables  assigned
     under this Assignment,  it being understood and agreed that notwithstanding
     this Assignment or any subsequent assignment, all of the obligations of the
     RPA Seller to each and every  other  party under each and every item of the
     Receivables  shall be and  remain  enforceable  by such  other  party,  its
     successors, and assigns, only against the RPA Seller and its successors and
     assigns,  and that  Purchaser  has not  assumed any of the  obligations  or
     duties of the RPA Seller under or with respect to any of the Receivables.

4.   This Assignment is for conveyance, not for security.

5.   This  Assignment  shall be binding on the RPA Seller and its successors and
     assigns, and shall inure to the benefit of Purchaser and its successors and
     assigns.

     In witness whereof, the RPA Seller has executed this Assignment on the date
first written above.

                                   Exh. XVI-1

<PAGE>



TW Holdings III, Inc.


By:
    -------------------------------------------------
Print Name:
            -----------------------------------------
Title:
       ----------------------------------------------


STATE OF ___________________________________)
                                            ) ss
COUNTY OF __________________________________)


     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
_________, by  ______________________  as _______________ of __________________,
a(n)  ______________  corporation,  on  behalf  of  the  corporation.  _____  is
personally known to me or has produced ______________________ as identification.




                               -----------------------------------------
                               (Notary Signature)
                               (NOTARY SEAL)

                                -----------------------------------------
                                (Notary Name printed)

                                NOTARY PUBLIC
                                Commission No.______________






                                   Exh. XVI-2

<PAGE>



                                    EXHIBIT A

                          Mortgages and Deeds of Trust















                                   Exh. XVI-3

<PAGE>



                                   SCHEDULE A

                      COMMITMENTS OF FINANCIAL INSTITUTIONS


Financial Institution                                      Commitment
---------------------------------                          ------------
Bank One, NA (Main Office Chicago)                         $102,000,000
Fleet National Bank                                        $ 76,500,000























                                    Sch. A-1

<PAGE>



                                   SCHEDULE B

                     DOCUMENTS TO BE DELIVERED TO THE AGENT
                       ON OR PRIOR TO THE INITIAL PURCHASE

1.   Copy of the  Resolutions of the Board of Directors of each Trendwest  Party
     certified by its Secretary  authorizing such Trendwest  Party's  execution,
     delivery and  performance of this  Agreement and the other  documents to be
     delivered by it hereunder.

2.   Articles or Certificate of  Incorporation of each Trendwest Party certified
     by the Secretary of State of its jurisdiction of incorporation on or within
     thirty (30) days prior to the initial Purchase.

3.   Good  Standing   Certificate   for  each  Trendwest  Party  issued  by  the
     Secretaries of State of California, Oregon and Washington.

4.   A certificate of the Secretary of each Trendwest  Party  certifying (i) the
     names and  signatures  of the officers  authorized on its behalf to execute
     this Agreement and any other documents to be delivered by it thereunder and
     (ii) a copy of such Trendwest Party's By-Laws.

5.   Time stamped  receipt  copies of proper  financing  statements,  duly filed
     under  the  UCC on or  before  the  date of such  initial  Purchase  in all
     jurisdictions  as  may  be  necessary  or,  in the  opinion  of the  Agent,
     desirable, under the UCC of all appropriate jurisdictions or any comparable
     law in  order to  perfect  the  ownership  interests  contemplated  by this
     Agreement.

6.   Delivered  simultaneous to the Initial Purchase,  executed copies of proper
     releases  and  UCC  termination  statements,  ready  for  filing,  if  any,
     necessary to release all security  interests and other rights of any Person
     in the Receivables, Contracts or Related Security previously granted by any
     Originator.

7.   A favorable opinion of legal counsel for the Trendwest  Parties  reasonably
     acceptable  to the Agent which  addresses  the  following  matters and such
     other matters as the Agent may reasonably request:

     --   Each  Trendwest  Party is a  corporation  duly  incorporated,  validly
          existing,  and in  good  standing  under  the  laws  of its  state  of
          incorporation.

     --   Each  Trendwest  Party has all  requisite  authority  to  conduct  its
          business in each  jurisdiction  where failure to be so qualified would
          have a material adverse effect on such Trendwest Party's business.

     --   The execution and delivery by each  Trendwest  Party of this Agreement
          and each  other  Transaction  Document  to which it is a party and its
          performance

                                    Sch. B-1

<PAGE>



          of  its  obligations  thereunder  have  been  duly  authorized  by all
          necessary  corporate  action  and  proceedings  on the  part  of  such
          Trendwest Party and will not:

          (a)  require  any  action by or in  respect  of, or filing  with,  any
               governmental  body,  agency or official (other than the filing of
               UCC financing statements);

          (b)  contravene,  or  constitute  a default  under,  any  provision of
               applicable law or regulation or of its Articles of  Incorporation
               or  Bylaws  or of any  agreement,  judgment,  injunction,  order,
               decree or other instrument binding upon such Trendwest Party; or

          (c)  result in the  creation or  imposition  of any  Adverse  Claim on
               assets of such Trendwest Party or any of its Subsidiaries (except
               as contemplated by this Agreement).

     --   This  Agreement  and each  other  Transaction  Document  to which such
          Trendwest  Party is a Party has been duly  executed  and  delivered by
          such Trendwest  Party and constitutes  the legal,  valid,  and binding
          obligation of such Trendwest Party, enforceable in accordance with its
          terms,  except to the extent the enforcement thereof may be limited by
          bankruptcy,  insolvency or similar laws  affecting the  enforcement of
          creditors'  rights  generally and subject also to the  availability of
          equitable remedies if equitable remedies are sought.

     --   The RPA Seller has a valid,  perfected  and first  priority  ownership
          interest  in  each  Receivable  in  existence  as of the  date  of the
          Agreement  and, if a Purchase  is made as of such date,  the Agent for
          the benefit of the Purchasers shall acquire a first perfected priority
          ownership interest in each Receivable, the related Collections and the
          Related Security.

     --   To the best of the opinion giver's knowledge, there is no action, suit
          or other  proceeding  against any Trendwest  Party or any Affiliate of
          any  Trendwest  Party,  which would  materially  adversely  affect the
          business  or  financial  condition  of such  Trendwest  Party  and its
          Affiliates taken as a whole or which would materially adversely affect
          the  ability of the RPA Seller to perform its  obligations  under this
          Agreement.

     --   None of the Trendwest Parties is an "investment company" registered or
          required to be registered under the Investment Company Act of 1940.

                                    Sch. B-2

<PAGE>



8.   If requested by Conduit or the Agent, a favorable  opinion of legal counsel
     for each Financial  Institution,  reasonably  acceptable to the Agent which
     addresses the following matters:

     --   This  Agreement has been duly  authorized  by all necessary  corporate
          action of the Financial Institution.

     --   This  Agreement  has been duly executed and delivered by the Financial
          Institution and, assuming due authorization, execution and delivery by
          each of the other  parties  thereto,  constitutes  a legal,  valid and
          binding obligation of the Financial  Institution,  enforceable against
          the Financial Institution in accordance with its terms.

9.   A Compliance Certificate.

10.  The Fee Letters.

11.  A form of Monthly Report.

12.  Executed copies of (i) all consents from and  authorizations by any Persons
     and (ii) all waivers and amendments to existing credit facilities, that are
     necessary in connection with this Agreement.

13.  For each  Purchaser that is not  incorporated  under the laws of the United
     States of America, or a state thereof,  two duly completed copies of United
     States  Internal  Revenue  Service Form 1001 or 4224,  certifying in either
     case  that  such  Purchaser  is  entitled  to  receive  payments  under the
     Agreement  without  deduction or  withholding  of any United States federal
     income taxes.

14.  An executed copy of the Receivables Sale Agreement, together with copies of
     each of the documents delivered pursuant to Section 3.1 thereof.

15.  State of Washington Public Offering Documents  including (i) Declaration of
     Vacation  Owner  Program for  WorldMark  certified  by State of  Washington
     Department of Real Estate,  (ii)  statement  compliance  with  registration
     requirements of Oregon, Hawaii and California, and (iii) statement of clear
     title to WorldMark properties.

16.  Initial Purchase Notice.

17.  Results of UCC searches  conducted in the States of Washington,  Oregon and
     Delaware as of a date on or after September 28, 2001 against each Trendwest
     Party or  Originator  as debtor  showing no liens or  financing  statements
     filed  against any  Trendwest  Party or  Originator  which create  security
     interests  in the  Receivables  that  would  rank  prior  to  the  security
     interests granted under the Transaction Documents.

                                    Sch. B-3

<PAGE>



18.  An FI Assignment  Document  shall have been  delivered to the Custodian and
     any other  chattel  paper and  instruments  (as such term is defined in the
     UCC)  representing or evidencing,  any of the applicable  Receivables being
     purchased or contributed hereunder.

19.  The Statement of Auditing Standards - 70 report with respect to Concord.

20.  An  executed  copy  of the  Acquisition  Agreement  in form  and  substance
     satisfactory to the Agent.

21.  A certified  copy of the Credit  Agreement,  as in effect in the  Effective
     Date, including all amendments thereof.

















                                    Sch. B-4

<PAGE>


                                   SCHEDULE C

                          EXISTING ENVIRONMENTAL CLAIMS



None









                                    Sch. C-1