[First Amendment to RFI/Borrower Purchase Agreement]

                            FIRST AMENDMENT AGREEMENT

            FIRST AMENDMENT AGREEMENT, dated as of January 31, 2000 (the "First
Amendment"), to the Purchase Agreement, dated as of January 31, 2000, between
Resort Funding, Inc., as seller (the "Seller") and EFI Funding Company, Inc., as
purchaser (the "Purchaser")(as the same may be amended, supplemented, modified
or restated in accordance with its terms, the "Purchase Agreement"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed thereto in the Purchase Agreement.

            WHEREAS, the parties hereto have agreed to amend the Purchase
Agreement on the terms and subject to the conditions herein set forth.

            NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:

     SECTION 1. AMENDMENT TO THE PURCHASE AGREEMENT

            The Purchase Agreement is hereby amended by deleting in their
entirety all of the terms and provisions thereof and substituting in their place
all of the terms and provisions of the Purchase Agreement attached hereto as
Exhibit A.

     SECTION 2. CONDITIONS TO EFFECTIVENESS

            This First Amendment shall be effective upon the delivery to the
Agent of counterparts hereof executed by each of the parties hereto.

     SECTION 3. MISCELLANEOUS

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                            [First Amendment to RFI/Borrower Purchase Agreement]

            3.1 The Purchaser and the Seller each hereby certifies that the
representations and warranties set forth in the Purchase Agreement are true and
correct on the date hereof with the same force and effect as if made on the date
hereof, except to the extent that such representations and warranties speak
specifically to an earlier date in which case they shall have been true and
correct on such date. In addition, the Purchaser and the Seller each represents
and warrants (which representations and warranties shall survive the execution
and delivery hereof) that (a) no default under the Purchase Agreement (nor any
event that but for notice or lapse of time or both would constitute such a
default) shall have occurred and be continuing as of the date hereof nor shall
any default under the Purchase Agreement (nor any event that but for notice or
lapse of time or both would constitute such a default) occur due to this First
Amendment becoming effective, (b) the Purchaser and the Seller each has the
corporate power and authority to execute and deliver this First Amendment and
has taken or caused to be taken all necessary corporate actions to authorize the
execution and delivery of this First Amendment, and (c) no consent of any other
person (including, without limitation, shareholders or creditors of the
Purchaser or the Seller), and no action of, or filing with any governmental or
public body or authority is required to authorize, or is otherwise required in
connection with the execution and performance of this First Amendment other than
such that have been obtained.

            3.2 The Purchase Agreement, as amended hereby, is hereby ratified
and confirmed in all respects and remains in full force and effect in accordance
with its terms.

            3.3 All references in the Purchase Agreement to "this Agreement" and
"herein" and all references to the Purchase Agreement in the documents executed
in connection with the Purchase Agreement shall mean the Purchase Agreement as
amended hereby and as it may in the future be amended, restated, supplemented or
modified from time to time.

            3.4 This First Amendment may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this First Amendment
by facsimile shall be effective as delivery of a manually executed counterpart
of this First Amendment.

            3.5 The Purchaser hereby agrees to pay all costs and expenses
incurred by the Lender and the Agent in connection with this First Amendment
including, without limitation, the fees and expenses of Kaye, Scholer, Fierman,
Hays & Handler, LLP, counsel to the Lender and the Agent.


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<PAGE>

                            [First Amendment to RFI/Borrower Purchase Agreement]

            3.6 THIS FIRST AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

            IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.

                                        EFI FUNDING COMPANY, INC.

                                       By:
                                            ------------------------------------
                                            Title:

                                        RESORT FUNDING, INC.

                                       By:
                                            ------------------------------------
                                            Title:

CONSENTED TO AND AGREED:

DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG, as Agent

By:
    -------------------------------------
    Title:

By:
    -------------------------------------
    Title:


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<PAGE>

                            [First Amendment to RFI/Borrower Purchase Agreement]

                                    Exhibit A

                               Purchase Agreement

                                 (See attached.)

<PAGE>

                               PURCHASE AGREEMENT

                                     between

                              RESORT FUNDING, INC.
                                    as Seller

                                       and

                           EFI FUNDING COMPANY, INC.,
                                  as Purchaser

                          Dated as of January 31, 2000

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I        DEFINITIONS...................................................1
        SECTION 1.1     General................................................1
        SECTION 1.2     Specific Terms.........................................1
        SECTION 1.3     Certain References....................................43

ARTICLE II       CONVEYANCE OF THE RECEIVABLES AND THE OTHER
                   CONVEYED PROPERTY .........................................44
        SECTION 2.1     Conveyance of the Receivables and the Other
                          Conveyed Property ..................................44
        SECTION 2.2     Collections...........................................46
        SECTION 2.3     Payments and Computations, Etc........................47
        SECTION 2.4     Transfer of Records to Purchaser......................47
        SECTION 2.5     Characterization......................................47

ARTICLE III      CONDITIONS OF SALE...........................................48
        SECTION 3.1     Conditions Precedent to the Initial Purchase..........48
        SECTION 3.2     Conditions Precedent to All Purchases.................50

ARTICLE IV       REPRESENTATIONS AND WARRANTIES...............................60
        SECTION 4.1     Representations and Warranties of the Seller..........60
        SECTION 4.2     Indemnification.......................................66

ARTICLE V        COVENANTS OF THE SELLER......................................70
        SECTION 5.1     Protection of Title of the Purchaser..................70
        SECTION 5.2     Other Liens or Interests..............................72
        SECTION 5.3     Costs and Expenses....................................73
        SECTION 5.4     Compliance with Laws, Etc.............................73
        SECTION 5.5     Collections...........................................73
        SECTION 5.6     Separate Conduct of Business..........................73
        SECTION 5.7     Financial Covenant....................................74
        SECTION 5.8     Agreement Provisions and Certain Other Matters........74
        SECTION 5.9     Amendment of Certain Documents........................75
        SECTION 5.10    Audits................................................76
        SECTION 5.11    Releases..............................................76

ARTICLE VI       REPURCHASES..................................................76
        SECTION 6.1     Repurchase of Receivables Upon Breach of Warranty.....76
        SECTION 6.2     Reassignment of Purchased Receivables.................77
        SECTION 6.3     Waivers...............................................77

ARTICLE VII      MISCELLANEOUS................................................77
        SECTION 7.1     Liability of the Seller...............................77
        SECTION 7.2     Costs, Expenses and Taxes.............................77


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        SECTION 7.3     Limitation on Liability of the Seller and Others......78
        SECTION 7.4     Amendment, Etc........................................78
        SECTION 7.5     Notices...............................................78
        SECTION 7.6     Merger and Integration................................79
        SECTION 7.7     Severability of Provisions............................79
        SECTION 7.8     Intention of the Parties..............................79
        SECTION 7.9     Governing Law.........................................79
        SECTION 7.10    Counterparts..........................................80
        SECTION 7.11    Nonpetition Covenant..................................80
        SECTION 7.12    Binding Effect; Assignability.........................80
        SECTION 7.13    Third Party Beneficiary...............................80

EXHIBIT A      FORM OF ASSIGNMENT.......................................Exh. A-1
EXHIBIT B      FORM OF DEFERRED PURCHASE PRICE NOTE.....................Exh. B-1
EXHIBIT C-1    FORMS OF CONSUMER ALLONGE..............................Exh. C-1-1
EXHIBIT C-2    FORMS OF DEVELOPER ALLONGE.............................Exh. C-2-1
SCHEDULE A     SCHEDULE OF RECEIVABLES..................................Sch. A-1
SCHEDULE B     ADDRESSES ...............................................Sch. B-1
SCHEDULE C     PRIOR NAMES AND TRADE NAMES OF SELLER....................Sch. C-1
SCHEDULE D     ELIGIBLE DEVELOPERS......................................Sch. D-1
SCHEDULE E     RECEIVABLES AND OTHER CONVEYED
               PROPERTY NEEDING EVIDENCE OF RELEASE.....................Sch. E-1


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<PAGE>

                               PURCHASE AGREEMENT

            THIS PURCHASE AGREEMENT, dated as of January 31, 2000, between
RESORT FUNDING, INC., a Delaware corporation, as seller (the "Seller"), and EFI
FUNDING COMPANY, INC., a Delaware corporation, as purchaser (the "Purchaser").

                              W I T N E S S E T H:

            WHEREAS, the Purchaser has agreed to purchase from the Seller from
time to time, and the Seller has agreed to sell to the Purchaser from time to
time, certain Receivables and Other Conveyed Property (in each case, as
hereinafter defined) related thereto on the terms set forth herein.

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Purchaser and the Seller,
intending to be legally bound, hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.1 General. The specific terms defined in this Article
include the plural as well as the singular. Words herein importing a gender
include the other gender. References herein to "writing" include printing,
typing, lithography, and other means of reproducing words in visible form.
References to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement or the RLSA (as
hereinafter defined). References herein to Persons include their successors and
assigns permitted hereunder or under the RLSA. The terms "include" or
"including" mean "include without limitation" or "including without limitation".
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision, and Article, Section, Schedule and Exhibit references, unless
otherwise specified, refer to Articles and Sections of and Schedules and
Exhibits to this Agreement. Capitalized terms used herein but not defined herein
shall have the respective meanings assigned to such terms in the RLSA.

            SECTION 1.2 Specific Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

               "Acceptable Environmental Report" means an environmental report
or reports (i) certified to the Seller and assigned by the Seller to the
Purchaser (in the case of an environmental report related to an Existing Pledged
Consumer Note Receivable or an Existing Purchased Consumer Note Receivable) or
(ii) certified to the Seller and the Purchaser (in the case

<PAGE>

of an environmental report related to a Pledged Consumer Note Receivable or a
Pledged Purchased Consumer Note Receivable other than an Existing Pledged
Consumer Note Receivable or an Existing Purchased Consumer Note Receivable), in
each case, covering an Applicable Development and confirming (to the extent
relevant, in the Purchaser's or its assigns' reasonable discretion): (x) the
absence of Hazardous Materials on, under, or affecting the Land or any other
real property or personal property comprising such Applicable Development,
except for commercially reasonable amounts thereof commonly found at residential
and resort properties in the Applicable Jurisdiction; (y) that an engineering or
environmental consulting firm has obtained, reviewed, and included within its
report a CERCLIS printout from the EPA, statements from the EPA and other
applicable state and local authorities, and such other information as the
Purchaser or its assigns may reasonably require, including, without limitation,
a Phase I Environmental Inspection (if available, in the case of an Applicable
Development located outside of the United States), all of which information
shall confirm that there are no known or suspected Hazardous Materials located
at, used or stored on, or transported to or from the Applicable Development or
in such proximity thereto as to create a material risk of contamination of any
of the related Applicable Underlying Loan Collateral or Applicable Underlying
Purchased Note Collateral, except for commercially reasonable amounts thereof
commonly found at residential and resort properties in the related Applicable
Jurisdiction; and (z) if such Applicable Development, or any part thereof, was
constructed prior to 1986, the absence of friable asbestos within the Units,
Common Elements, if any, or elsewhere at such Applicable Development. If any
such environmental report reflects the presence of friable asbestos, regardless
of when construction of the Applicable Development was completed, such report
shall be deemed not to be an Acceptable Environmental Report. To the extent that
an environmental report complying with the requirements of this definition has
been obtained with respect to an Applicable Development, there shall be no
requirement to obtain another environmental report or an update of the prior
environmental report, in each case, with respect to such Applicable Development
unless there shall have occurred an event that could make such environmental
report materially incorrect or misleading.

            "AD&C Mortgage" means, with respect to any Development, a mortgage
encumbering such Development or a portion thereof which (i) secures the debt of
the related Developer under an acquisition, development and/or construction loan
facility and (ii) provides for the release of any Interval related to a Unit
located at such Development from the lien created by such mortgage upon the sale
of such Interval to a Consumer.

            "Agreement" means this Purchase Agreement and all amendments hereof
and supplements hereto made in accordance with the terms hereof.

            "Applicable Development" means an Eligible Development in connection
with which (x) the Seller has made a Qualified Loan to the related Eligible
Developer or (y) the Seller has purchased a Consumer Note Receivable from the
related Eligible Developer including, without limitation, in the case of a
Pledged Consumer Note Receivable or a Purchased Consumer Note Receivable related
to a Consumer's purchase of a Club Membership Right to Use Interval or a Club
Membership Fee Simple Interval, the Eligible Development serving as the related
Home Resort but not the other Developments with respect to which such Consumer
has rights.

               "Applicable Underlying Borrower" means a Developer that is the
maker of a


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Developer Note Receivable.

            "Applicable Underlying Consumer" means a Consumer that is a maker of
a Purchased Consumer Note Receivable or a Pledged Consumer Note Receivable.

            "Applicable Underlying Guarantor" means any Person that has executed
and delivered an Underlying Guaranty in favor of a Developer or the Seller, as
the case may be, in connection with one or more Developer Note Receivables or
Consumer Note Receivables or the sale by a Developer to the Seller of one or
more Consumer Note Receivables.

            "Applicable Underlying Loan" means a loan made by the Seller to a
Developer pursuant to a Hypothecation Loan Agreement or other loan agreement in
connection with a Development which is evidenced by a Developer Note Receivable.

            "Applicable Underlying Loan Collateral" means any and all collateral
granted to the Seller to secure the payment by an Applicable Underlying Borrower
of any or all principal, interest and other amounts owing to the Seller by such
Applicable Underlying Borrower in connection with an Applicable Underlying Loan.

            "Applicable Underlying Purchased Note Collateral" means any and all
collateral granted to an Applicable Underlying Seller by an Applicable
Underlying Consumer to secure the payment of any or all principal, interest and
other amounts owing to such Applicable Underlying Seller by such Applicable
Underlying Consumer in connection with a Purchased Consumer Note Receivable (all
of which Applicable Underlying Purchased Note Collateral shall have been
assigned by such Applicable Underlying Seller to the Seller pursuant to an
Eligible Developer Sale Agreement).

            "Applicable Underlying Seller" means a Developer that sold a
Consumer Note Receivable to the Seller.

            "Assignment" means an Assignment executed by the Seller and the
Purchaser, substantially in the form of Exhibit A attached hereto.

            "Consumer Allonge" means an allonge, in substantially one of the
forms attached hereto as Exhibit C-1, (i) in the case of a Pledged Consumer Note
Receivable (other than an Existing Pledged Consumer Note Receivable), endorsing
such Consumer Note Receivable from the Applicable Underlying Borrower to the
Seller and endorsing such Consumer Note Receivable from the Seller to the
Purchaser, (ii) in the case of an Existing Pledged Consumer Note Receivable,
endorsing such Consumer Note Receivable from Credit Suisse First Boston Mortgage
Capital LLC to the Seller and endorsing such Consumer Note Receivable from the
Seller to the Purchaser or (iii) in the case of a Purchased Consumer Note
Receivable (other than an Existing Purchased Consumer Note Receivable),
endorsing such Consumer Note Receivable from the Applicable Underlying Seller to
the Seller unless such Consumer Note Receivable was already so endorsed on the
back of the Consumer Note Receivable itself and endorsing such Consumer Note
Receivable from the Seller to the Purchaser.

            "Consumer Note Receivable" means a promissory note, installment
sales


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contract, or other evidence of indebtedness made and executed by a Consumer in
favor of an Applicable Underlying Borrower or Applicable Underlying Seller in
connection with such Consumer's acquisition of an Interval.

            "Deferred Purchase Price" means the portion of the Purchase Price of
Receivables purchased by the Purchaser hereunder on any Purchase Date exceeding
the amount of the Purchase Price under Section 2.1(c) to be paid in cash, which
portion, when added to the cumulative amount of all previous Deferred Purchase
Prices (after giving effect to any payments made on account thereof) shall not
exceed 20% of the Outstanding Principal Balance of all Receivables purchased by
the Purchaser hereunder. The obligations of the Purchaser in respect of the
Deferred Purchase Price shall be evidenced by the Purchaser's Subordinated Note.

            "Developer Allonge" means an allonge, in substantially one of the
forms attached hereto as Exhibit C-2, (i) in the case of a Developer Note
Receivable (other than an Existing Developer Note Receivable), endorsing such
Developer Note Receivable from the Seller to the Purchaser or (ii) in the case
of an Existing Developer Note Receivable, endorsing such Developer Note
Receivable from Credit Suisse First Boston Mortgage Capital LLC to the Seller
and endorsing such Developer Note Receivable from the Seller to the Purchaser.

            "Developer Note Receivable" means a promissory note that was
executed by an Applicable Underlying Borrower to the order of the Seller
evidencing an Applicable Underlying Loan.

            "Discount" means, with respect to any Receivable (i) which is a
Developer Note Receivable, 11.1% of the Outstanding Principal Balance of such
Receivable and (ii) which is a Purchased Consumer Note Receivable, 11.1% of the
Outstanding Principal Balance of such Receivable; provided, however, that the
foregoing Discounts may be revised prospectively by request of either of the
parties hereto to reflect changes in recent experience with respect to
write-offs, timing and cost of Collections, cost of funds and other relevant
factors in order that the Purchase Price for such Receivable shall equal the
fair market value of such Receivable, provided that such revision is consented
to by both of the parties (it being understood that each party agrees to duly
consider such request but shall have no obligation to give such consent).

            "Eligible Developer" means a Developer, (i) the creditworthiness for
a receivables/ hypothecation loan or receivables purchase/sale arrangement and
other qualifications of which are satisfactory to the Servicer, in its
reasonable discretion, based upon the Credit and Collection Policy, (ii) which
was underwritten by the Seller based upon the Credit and Collection Policy and
(iii) which is not bankrupt or insolvent; it being understood by the parties
hereto that, subject to their continued compliance with each of the criteria
included in this definition, each of the Developers listed on Schedule D
attached hereto shall be Eligible Developers hereunder.

            "Eligible Developer Note Receivable" means a Developer Note
Receivable that satisfies each of the following criteria:

                  (1) The Hypothecation Loan Agreement related to such Developer
      Note Receivable provides for an advance rate of not greater than 90.00%
      against the


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      aggregate Outstanding Principal Balance of Eligible Pledged Consumer Note
      Receivables and/or Eligible Pledged Presale Consumer Note Receivables
      securing the debt of the Applicable Underlying Borrower thereunder and
      such advance rates have not been exceeded.

                  (2) Each Assignment Document exists with respect to such
      Developer Note Receivable and is duly executed and enforceable in
      accordance with its terms and has been delivered to the Custodian.

                  (3) [Intentionally Omitted].

                  (4) The Applicable Underlying Loan Documents related to such
      Developer Note Receivable are in full force and effect.

                  (5) The Seller was the original and sole payee thereof and a
      fully executed Developer Allonge has been permanently affixed thereto.

                  (6) Neither the related Applicable Underlying Borrower nor the
      related Applicable Underlying Guarantor, if any, is an Affiliate of the
      Seller, Equivest or the Purchaser and the Development related to such
      Developer Note Receivable is not directly or indirectly owned in whole or
      in part by an Affiliate of the Seller, Equivest or the Purchaser.

                  (7) Neither the Applicable Underlying Borrower nor the
      Applicable Underlying Guarantor, if any, has any claim against the Seller
      or the Purchaser, or any Affiliate thereof, and no defense, set-off, or
      counterclaim exists with respect to such Developer Note Receivable.

                  (8) The original of such Developer Note Receivable and all
      related documents and instruments, the terms of each of which shall comply
      in all material respects with all Applicable Laws, have been endorsed by
      the Seller to the Purchaser in the manner prescribed by the Purchaser (or
      its assigns) and have been delivered to the Custodian.

                  (9) Each such Developer Note Receivable is enforceable in
      accordance with its terms and represents the genuine, legal, valid and
      binding payment obligation of the Applicable Underlying Borrower related
      thereto, and such Applicable Underlying Borrower had full legal capacity
      to execute and deliver such Developer Note Receivable and any other
      documents related thereto and to grant the security interest purported to
      be granted under the related Hypothecation Loan Agreement, and such
      Developer Note Receivable has not been prepaid or repaid in full.

                  (10) Each such Developer Note Receivable is denominated in
      United States Dollars and, at the time of origination and at all times
      thereafter, materially conformed to all requirements of the Credit and
      Collection Policy applicable to such Receivable and, in any case, no such
      Receivable has been reserved against or would be required to be
      written-off pursuant to the Credit and Collection Policy.


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<PAGE>

                  (11) All requirements of applicable federal, state and local
      laws, and regulations thereunder (including, without limitation, but only
      if and to the extent applicable, usury laws, the Federal Truth-in-Lending
      Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the
      Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
      Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
      Reserve Board's Regulations "B" and "Z," the Soldiers' and Sailors' Civil
      Relief Act of 1940 and state adaptations of the National Consumer Act and
      of the Uniform Consumer Credit Code, the Interstate Land Sales Full
      Disclosure Act, the Real Estate Settlement Procedures Act and all other
      consumer credit laws and equal credit opportunity and disclosure laws and
      any regulations promulgated thereunder) in respect of such Developer Note
      Receivable, the sale of the Intervals related to the Consumer Note
      Receivables securing such Developer Note Receivable and the sale of credit
      life and credit accident and health insurance and any extended service
      contracts in connection with the sale of the Intervals related to the
      Consumer Note Receivables securing such Developer Note Receivable, have
      been complied with in all material respects.

                  (12) [Intentionally Omitted].

                  (13) The Coupon Rate set forth in the Hypothecation Loan
      Agreement related to such Developer Note Receivable shall be not less than
      the Minimum APR with respect to such Developer Note Receivable on the date
      on which such Developer Note Receivable was purchased hereunder.

                  (14) [Intentionally Omitted].

                  (15) Such Developer Note Receivable, as of the applicable
      Purchase Date therefor, (i) had not at any time during the past 90 days
      been more than 30 days past due and was not, at the time of its Purchase
      hereunder, more than 30 days past due and (ii) had no material provision
      thereof waived, amended, altered or modified in any respect since its
      origination in a manner which could be considered adverse to the
      Purchaser's or its assigns' interest therein.

                  (16) Such Developer Note Receivable (i) was originated by the
      Seller in the ordinary course of the Seller's business and in accordance
      with the Credit and Collection Policy and the Seller had all necessary
      licenses and permits to originate Developer Note Receivables in the
      jurisdiction where the related Applicable Underlying Borrower and Eligible
      Development were located and (ii) and/or documentation evidencing or
      governing same contains customary and enforceable provisions such as to
      render the rights and remedies of the holder thereof adequate for
      realization against the collateral security related thereto. The Purchaser
      has all necessary licences and permits to own such Developer Note
      Receivable under all applicable law.

                  (17) Such Developer Note Receivable was originated by the
      Seller without any fraud or material misrepresentation on the part of the
      related Applicable Underlying Borrower or the Seller. Such Developer Note
      Receivable was sold by the Seller to the Purchaser without any fraud or
      material misrepresentation on the part of the


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<PAGE>

      Seller.

                  (18) Such Developer Note Receivable is payable by an
      Applicable Underlying Borrower which (i) is not, nor was at any time
      during the three (3) year period immediately preceding the applicable
      Purchase Date therefor, subject to any bankruptcy, insolvency,
      reorganization or similar proceeding and (ii) has not had any real
      property owned by such Applicable Underlying Borrower foreclosed or
      currently subject to foreclosure.

                  (19) Such Developer Note Receivable is not due from the United
      States or any State or from any agency, department, subdivision or
      instrumentality thereof.

                  (20) The information pertaining to such Developer Note
      Receivable set forth in the Schedule of Receivables and the related
      Assignment and Assignment Documents is true and correct.

                  (21) The Seller's master computer records relating to such
      Developer Note Receivable have been clearly and unambiguously marked to
      show that such Developer Note Receivable has been sold to the Purchaser.

                  (22) The Computer Tape or Listing to be made available by the
      Seller to the Purchaser (or its assignees or designees) on the Purchase
      Date on which such Developer Note Receivable is to be purchased hereunder
      is complete and accurate in all material respects as of such Purchase
      Date.

                  (23) Such Developer Note Receivable constitutes an instrument
      within the meaning of the UCC of all jurisdictions which govern the
      perfection of the Purchaser's ownership interest therein.

                  (24) The Seller shall have taken all steps necessary under all
      applicable law in order to cause a valid, subsisting and enforceable first
      priority perfected security interest to exist in its favor in the
      Applicable Underlying Loan Collateral and all other Collateral related to
      such Developer Note Receivable (and the proceeds thereof) on or before the
      applicable Purchase Date therefor and immediately prior to the Purchase of
      such Developer Note Receivable by the Purchaser, there shall have existed
      in favor of the Seller as secured party, a valid, subsisting and
      enforceable first priority perfected lien in the Applicable Underlying
      Loan Collateral and all other Collateral related to such Receivable (and
      the proceeds thereof), and such security interest is and shall be prior to
      all other liens upon and security interests in such Applicable Underlying
      Loan Collateral and other Collateral (and the proceeds thereof) that now
      exist or may hereafter arise or be created; provided, that, any such
      security interest in the Land, Units and/or Common Elements of an
      Applicable Development, to the extent evidenced by a Developer Mortgage,
      may be subordinate to an AD&C Mortgage.

                  (25) The Seller shall have taken all steps necessary under all
      applicable law in order to cause to exist in favor of the Purchaser, (A) a
      valid, subsisting and enforceable first priority perfected ownership
      interest in such Developer Note Receivable


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      and (B) a valid, subsisting and enforceable first priority (subject to the
      proviso contained in subparagraph (x) above) perfected security interest
      in the Applicable Underlying Loan Collateral and all other Collateral
      related to such Developer Note Receivable (and the proceeds thereof) on or
      before the applicable Purchase Date therefor and upon the Purchase of such
      Developer Note Receivable by the Purchaser, there shall exist in favor of
      the Purchaser, a valid, subsisting and enforceable first priority
      perfected ownership interest in such Developer Note Receivable and a
      valid, subsisting and enforceable first priority (subject to the proviso
      contained in subparagraph (x) above) perfected security interest in the
      Applicable Underlying Loan Collateral and all other Collateral related to
      such Developer Note Receivable (and the proceeds thereof) and such
      security interest is and shall be prior to all other liens upon and
      security interests therein that now exist or may hereafter arise or be
      created.

                  (26) Subject to the following sentence, if such Developer Note
      Receivable is secured by Pledged Consumer Note Receivables which are in
      turn secured by liens on Fee Simple Intervals, Interval Mortgages covering
      all such Fee Simple Intervals are in full force and effect and such
      Interval Mortgages and collateral assignments thereof from the Applicable
      Underlying Borrower to the Seller and from the Seller to the Purchaser
      shall each have been duly recorded or registered in the Applicable
      Jurisdiction in accordance with all Applicable Laws (and such Interval
      Mortgage has evidence thereon of payment of all required documentary
      stamps and intangible taxes, if any are required). If such Developer Note
      Receivable is secured by Pledged Consumer Note Receivables which are in
      turn secured by liens on Club Membership Fee Simple Intervals, Interval
      Mortgages covering all such Club Membership Fee Simple Intervals at the
      respective applicable Home Resorts are in full force and effect and such
      Interval Mortgages and collateral assignments thereof from the Applicable
      Underlying Borrower to the Seller and from the Seller to the Purchaser
      shall each have been duly recorded or registered in the Applicable
      Jurisdiction in accordance with all Applicable Laws (and such Interval
      Mortgage has evidence thereon of payment of all required documentary
      stamps and intangible taxes, if any are required).

                  (27) (x) If such Developer Note Receivable is secured by
      Pledged Consumer Note Receivables which are in turn secured by liens on
      Right to Use Intervals other than Club Membership Right to Use Intervals
      (except in the case of Existing Developer Note Receivables), (i) a
      Developer Mortgage exists which covers the Applicable Development related
      to such Developer Note Receivable and such Developer Mortgage and an
      assignment thereof from the Seller to the Purchaser shall each have been
      duly recorded or registered in the Applicable Jurisdiction in accordance
      with all Applicable Laws (and such Developer Mortgage has evidence thereon
      of payment of all required documentary stamps and intangible taxes, if any
      are required), (ii) Non-Disturbance Arrangements are in effect with
      respect to such Right to Use Intervals and an Opinion of Counsel has been
      delivered to the Purchaser which shall contain an opinion that such
      Non-Disturbance Arrangements shall remain in full force and effect
      notwithstanding the occurrence of a Bankruptcy Event with respect to the
      related Applicable Underlying Borrower or (iii) the related Applicable
      Underlying Borrower has transferred all of its Developer's Interests to a
      bankruptcy remote special purpose entity (any such entity, an "SPE") under
      terms and conditions satisfactory to the Purchaser and


                                        8
<PAGE>

      its assigns and an Opinion of Counsel has been delivered to the Purchaser
      and its assigns which shall contain an opinion that such transfer
      constitutes a true sale or absolute transfer of such Developer's Interests
      from such Applicable Underlying Borrower to such SPE rather than a loan
      secured by such interest such that (A) such Developer's Interests would
      not constitute property of the estate of such Applicable Underlying
      Borrower under Section 541(a)(1) of the Bankruptcy Code and (B) Section
      362(a) of the Bankruptcy Code would not apply to stay payments of amounts
      collected with respect to such Developer's Interests.

                        (y) If such Developer Note Receivable is secured by
            Pledged Consumer Note Receivables which are in turn secured by liens
            on Specific Club Membership Right to Use Intervals (except in the
            case of Existing Developer Note Receivables), a Developer Mortgage
            exists which covers the Home Resort related to such Developer Note
            Receivable and such Developer Mortgage and an assignment thereof
            from the Seller to the Purchaser shall each have been duly recorded
            or registered in the Applicable Jurisdiction in accordance with all
            Applicable Laws (and such Developer Mortgage has evidence thereon of
            payment of all required documentary stamps and intangible taxes, if
            any are required).

                        (z) If such Developer Note Receivable is secured by
            Pledged Consumer Note Receivables which are in turn secured by liens
            on Non-Specific Club Membership Right to Use Intervals, security
            interest arrangements satisfactory to the Purchaser and its assigns
            in their reasonable discretion, are in full force and effect with
            respect to such Developer Note Receivable, Pledged Consumer Note
            Receivables and Non-Specific Club Membership Right to Use Intervals.

                  (28) All filings (including, without limitation, UCC and real
      property filings) required to be made by any Person and all other actions
      required to be taken or performed by any Person in any jurisdiction to
      give the Purchaser a first priority perfected ownership interest in such
      Developer Note Receivables and in all right, title and interest of the
      Seller in, to and under all Applicable Underlying Loan Collateral related
      thereto and the proceeds thereof have been made, taken or performed.

                  (29) With respect to such Developer Note Receivable, there
      exists a Pledged Developer Note Receivable File and a copy of such Pledged
      Developer Note Receivable File is in the possession of the Custodian.

                  (30) Such Developer Note Receivable has not been satisfied,
      subordinated or rescinded, and the Applicable Underlying Loan Collateral
      securing such Developer Note Receivable has not been released from the
      lien of the Purchaser, in whole or in part.

                  (31) Such Developer Note Receivable was originated in, or is
      subject to the laws of, any jurisdiction the laws of which would make
      unlawful, void or voidable the sale, transfer and assignment of such
      Developer Note Receivable under this Agreement and neither the Applicable
      Underlying Borrower nor the Seller has entered into any


                                        9
<PAGE>

      agreement with any Person that prohibits, restricts or conditions the
      assignment of such Developer Note Receivable.

                  (32) The Seller has not taken any action to convey any right
      to any Person that would result in such Person having a right to payments
      due under such Developer Note Receivable or payments received under the
      related Title Policy, if any, or otherwise to impair the rights of the
      Purchaser or any of its assignees or designees in such Developer Note
      Receivable, the Applicable Underlying Loan Collateral securing such
      Developer Note Receivable or the proceeds thereof.

                  (33) Such Developer Note Receivable is not assumable by
      another Person in a manner which would release the related Applicable
      Underlying Borrower thereof from such Applicable Underlying Borrower's
      obligations to the Seller or the Purchaser (or any of its assignees or
      designees).

                  (34) Such Developer Note Receivable is in full force and
      effect and constitutes the legal, valid and binding obligation of the
      Applicable Underlying Borrower thereunder and is not subject to any right
      of rescission, setoff, counterclaim or defense (except the potential
      discharge in bankruptcy of such Applicable Underlying Borrower).

                  (35) There has been no default, breach, violation or event
      permitting acceleration under the terms of such Developer Note Receivable,
      and no condition exists or event has occurred and is continuing that with
      notice, the lapse of time or both would constitute a default, breach,
      violation or event permitting acceleration under the terms of such
      Developer Note Receivable, and there has been no waiver of any of the
      foregoing.

                  (36) If such Developer Note Receivable is secured in whole or
      in part by Pledged Consumer Note Receivables which are in turn secured by
      liens on Right to Use Intervals, either (i) a Developer Title Policy is in
      effect which (a) covers the related Applicable Development and all
      necessary steps have been taken in order to assign the Seller's rights as
      the insured under the aforementioned Developer Title Policy to the
      Purchaser (or to have an endorsement issued granting to the Purchaser the
      rights of an insured under such policy), (b) is at all times in an amount
      not less than the acquisition and construction costs incurred by the
      Developer with respect to the related Applicable Development and (c) was
      issued by a Title Insurance Company or (ii) on the date the Purchaser
      acquires an interest in such Developer Note Receivable, (a) good and
      marketable title to the related Applicable Development (except with
      respect to Fee Simple Intervals previously sold to Consumers) was vested
      in the related Developer and (b) such Applicable Development is not
      subject to any monetary liens (except with respect to taxes and
      assessments which are not delinquent or, if applicable, with respect to an
      AD&C Mortgage) or other encumbrances which would interfere with the
      development or the intended use of such Applicable Development.

                  (37) If such Developer Note Receivable is secured in whole or
      in part by Pledged Consumer Note Receivables which are in turn secured by
      liens on Fee Simple Intervals, either (i) one or more Interval Title
      Policies are in effect which (a) cover each such Fee Simple Interval with
      respect to the related Applicable Development and all


                                       10
<PAGE>

      necessary steps have been taken in order to assign the Seller's rights as
      the insured under the aforementioned Interval Title Policies to the
      Purchaser (or to have an endorsement issued granting to the Purchaser the
      rights of an insured under such policies), (b) are at all times in an
      aggregate amount of not less than the outstanding principal amount of all
      such Pledged Consumer Note Receivables and (c) were issued by a Title
      Insurance Company or (ii) on the date the Purchaser acquires an interest
      in such Developer Note Receivable, (a) good and marketable title to such
      Applicable Development (except with respect to Fee Simple Intervals
      previously sold to Consumers) was vested in the applicable Developer
      immediately prior to the sale of each related Fee Simple Interval to the
      related Consumer, (b) upon the consummation of such sale, good and
      marketable title to such Fee Simple Interval is vested in such Consumer
      and (c) such Development is not subject to any monetary liens (except with
      respect to taxes and assessments which are not delinquent or, if
      applicable, with respect to an AD&C Mortgage) or other encumbrances which
      would interfere with the development or the intended use of such
      Development.

                  (38) No selection procedures adverse to the Purchaser (or its
      assignees or designees) have been utilized in selecting any such Developer
      Note Receivable from all other similar receivables acquired by the Seller.

                  (39) An enforceable Developer Repurchase Obligation is in full
      force and effect with respect to each Pledged Consumer Note Receivable
      securing such Developer Note Receivable.

                  (40) Such Developer Note Receivable shall not relate to a
      Developer which is Equivest or an Affiliate of Equivest.

                  (41) [Intentionally Omitted].

                  (42) [Intentionally Omitted].

                  (43) Upon the Purchase of such Developer Note Receivable, the
      Weighted Average APR of all Primary Level Eligible Receivables shall be at
      least 12%.

                  (44) [Intentionally Omitted].

                  (45) [Intentionally Omitted].

                  (46) [Intentionally Omitted].

                  (47) The related Applicable Underlying Borrower is an Eligible
      Developer.

                  (48) The  related  Applicable  Underlying  Loan is a Qualified
      Loan.

            "Eligible Pledged Consumer Note Receivable" means a Pledged Consumer
Note Receivable that satisfies each of the following criteria:


                                       11
<PAGE>

                  (49) The related  Applicable  Underlying  Borrower is the sole
      payee thereof.

                  (50) Such Pledged Consumer Note Receivable arises from a bona
      fide sale by an Applicable Underlying Borrower of one or more Intervals to
      a Consumer.

                  (51) The Interval sale from which it arises has not been
      canceled by the related Consumer, any statutory or other applicable
      cancellation or rescission period has expired (or in the case of Interval
      sales with respect to Presale Consumer Note Receivables and Developments
      located in Florida or any other jurisdiction which by law entitles a
      Consumer to an ongoing cancellation or rescission period, no such
      cancellation or rescission has occurred; it being agreed that if on or
      after the date the Purchaser acquires an interest in such Pledged Consumer
      Note Receivable such sale is canceled or rescinded, such cancellation or
      rescission shall constitute a failure to satisfy this paragraph (c) with
      respect to such Pledged Consumer Note Receivable and such Pledged Consumer
      Note Receivable shall be deemed not to have constituted an Eligible
      Pledged Consumer Note Receivable on the date the Purchaser acquired an
      interest therein), and the Interval sale otherwise complies fully with the
      terms, provisions, and conditions of this Agreement, the Applicable
      Underlying Loan Documents, the sale documentation between the Consumer and
      the Applicable Underlying Borrower and all Applicable Laws.

                  (52) [Intentionally Omitted].

                  (53) A down payment and/or other payments have been received
      by the related Applicable Underlying Borrower from the Consumer who is the
      maker of the Pledged Consumer Note Receivable in an amount equal to at
      least ten percent (10%) of the original purchase price of the relevant
      Interval and such Consumer has received no cash or other rebates of any
      kind with respect to the purchase price of such Interval.

                  (54) No monthly installment or any other payment due with
      respect to such Pledged Consumer Note Receivable is more than thirty (30)
      days contractually past due at the time the Purchaser acquires an interest
      in such Pledged Consumer Note Receivable (except as permitted under
      subclause (ii) of paragraph (t) below).

                  (55) [Intentionally Omitted].

                  (56) The interest rate on such Pledged Consumer Note
      Receivable on the date the Purchaser acquires an interest in such Pledged
      Consumer Note Receivable is not less than the Facility Funding Rate as of
      the end of the most recently ended Remittance Period plus 3%.

                  (57) The Consumer who owns the relevant Interval (or has
      obtained similar rights with respect to the relevant Interval by means of
      a contract for deed, installment sale contract or other arrangement) has
      access to a Unit within the related Applicable Development during any use
      period reserved by or assigned to such Consumer, all in accordance with
      the Applicable Timeshare Documents.


                                       12
<PAGE>

                  (58) The Consumer who owns the relevant Interval (or has
      obtained similar rights with respect to the relevant Interval by means of
      a contract for deed, installment sale contract or other arrangement) (i)
      is the maker of such Pledged Consumer Note Receivable and (ii) is not an
      Affiliate of, or related to, or employed by the Applicable Underlying
      Borrower, the Seller, Equivest or the Purchaser.

                  (59) The Consumer has no claim against the Applicable
      Underlying Borrower, the Seller, the Purchaser or any Affiliate thereof,
      or any defense, set-off, or counterclaim with respect to such Pledged
      Consumer Note Receivable.

                  (60) (i) The maximum Outstanding Principal Balance of such
      Pledged Consumer Note Receivable does not exceed $25,000 per one week/year
      Interval (except that if such Pledged Consumer Note Receivable relates to
      a Fractional Interval, the maximum Outstanding Principal Balance shall not
      exceed $50,000) (or such greater amount as may be approved in writing in
      advance by the Purchaser (or its assignee or designee) and (ii) if such
      Pledged Consumer Note Receivable relates to a Fractional Interval, the
      Outstanding Principal Balance thereof, together with the aggregate
      Outstanding Principal Balance of all other Consumer Note Receivables (as
      defined in the RLSA) owing by Consumers relating to Fractional Intervals
      and which constitute a Receivable (as defined in the RLSA) or collateral
      security for a Receivable (as defined in the RLSA) purchased by the
      Purchaser under either of the Borrower Receivables Purchase Agreements,
      shall not exceed an amount equal to 5.00% of the Eligible Receivables
      Balance.

                  (61) Such Pledged Consumer Note Receivable is executed by a
      resident of the United States or if not, the Outstanding Principal Balance
      thereof, together with the aggregate Outstanding Principal Balance of all
      other Consumer Note Receivables (as defined in the RLSA) owing by
      Consumers that are not residents of the United States and which constitute
      a Receivable (as defined in the RLSA) or collateral security for a
      Receivable (as defined in the RLSA) purchased by the Purchaser under
      either of the Borrower Receivables Purchase Agreements, shall not exceed
      an amount equal to 2.5% of the Eligible Receivables Balance.

                  (62) The original of such Pledged Consumer Note Receivable and
      all related documents have been endorsed by the Applicable Underlying
      Borrower to the Seller and then endorsed by the Seller to the Purchaser,
      in the manner prescribed in writing by the Purchaser (or its assigns)
      prior to the date the Purchaser acquires an interest therein and delivered
      to the Custodian as provided in this Agreement (provided that with respect
      to Pledged Consumer Note Receivables in which an interest is acquired by
      the Purchaser on the initial Purchase Date hereunder, such endorsements
      shall be completed within 30 days of the date of this Agreement, it being
      agreed by the parties hereto that any failure to do so with respect to any
      such Pledged Consumer Note Receivables within such time period shall
      constitute a failure to satisfy this paragraph (n) with respect to such
      Pledged Consumer Note Receivables and such Pledged Consumer Note
      Receivables shall be deemed not to have constituted Eligible Pledged
      Consumer Note Receivables on the date the Purchaser acquired an interest
      therein), and the terms


                                       13
<PAGE>

      thereof and all instruments related thereto shall comply in all respects
      with all Applicable Laws.

                  (63) (i) Each Unit in the Applicable Development, which the
      relevant Consumer has the right to occupy, pursuant to the Applicable
      Timeshare Documents, has been completed and furnished in accordance with
      the terms and provisions of such Consumer's purchase contract, the
      Applicable Development's public offering statement, and the other
      Applicable Timeshare Documents, (ii) a certificate of occupancy for each
      such Unit (or the building in which the Unit is located) has been issued,
      and (iii) such Unit is not subject to any Lien (other than the lien
      created by such Interval Mortgage and the Permitted Liens and
      Encumbrances) that has not previously been consented to in writing by the
      Purchaser (or its assignees or designees).

                  (64) The forms of promissory note, mortgage, federal
      truth-in-lending disclosure statement, if applicable, purchase contract,
      and other documents and instruments, if applicable, relating to the
      Interval purchase transaction giving rise to such Pledged Consumer Note
      Receivable have been approved in advance by the Purchaser (or its
      assignees or designees) in writing, which such approval shall not be
      unreasonably withheld.

                  (65) Such Pledged Consumer Note Receivable is denominated in
      United States Dollars and, at the time of origination and at all times
      thereafter, materially conformed to all requirements of the Credit and
      Collection Policy applicable thereto.

                  (66) All requirements of applicable federal, state and local
      laws, and regulations thereunder (including, without limitation, but only
      if and to the extent applicable, usury laws, the Federal Truth-in-Lending
      Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the
      Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
      Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
      Reserve Board's Regulations "B" and "Z", the Soldiers' and Sailors' Civil
      Relief Act of 1940 and state adaptations of the National Consumer Act and
      of the Uniform Consumer Credit Code, the Interstate Land Sales Full
      Disclosure Act, the Real Estate Settlement Procedures Act and all other
      consumer credit laws and equal credit opportunity and disclosure laws and
      any regulations promulgated thereunder) in respect of such Pledged
      Consumer Note Receivable, the sale of the Intervals related thereto and
      the sale of credit life and credit accident and health insurance and any
      extended service contracts in connection with the sale of such Intervals,
      have been complied with in all material respects.

                  (67) Such Pledged Consumer Note Receivable has an original
      term of not more than 120 months.

                  (68) Such Pledged Consumer Note Receivable, as of the date the
      Purchaser acquires an interest therein, (i) had a remaining term of not
      more than 120 months, (ii) was not, as of the date the Purchaser acquires
      an interest therein, more than 30 days past due (or 90 days past due with
      respect to a Pledged Consumer Note Receivable (x) the interest of the
      Purchaser in which was acquired on the initial Purchase


                                       14
<PAGE>

      Date hereunder and (y) that was being lent against under the Prior Loan
      Facility immediately prior to the initial Purchase Date hereunder) and
      (iii) had no material provision thereof waived, amended, altered or
      modified in any respect (including, without limitation, as a result of the
      application of the Soldiers' and Sailors' Civil Relief Act of 1940, as
      amended) since its origination.

                  (69) Such Pledged Consumer Note Receivable (i) was originated
      by the Applicable Underlying Borrower in its ordinary course of business
      and in accordance with its underwriting guidelines and such Applicable
      Underlying Borrower had all necessary licenses and permits to originate
      Consumer Note Receivables in the jurisdiction where the related Eligible
      Development was located, (ii) was pledged to the Seller by the Applicable
      Underlying Borrower under the related Hypothecation Loan Agreement and the
      Applicable Underlying Loan Documents and the Seller has all necessary
      licenses and permits to own such Consumer Note Receivable under all
      applicable law, (iii) and/or the documentation evidencing or governing
      same contains customary and enforceable provisions such as to render the
      rights and remedies of the holder thereof adequate for realization against
      the collateral security related thereto, and (iv) and/or the documentation
      evidencing or governing same provides for level monthly payments
      (provided, that the payment in the first month and the final month of the
      life of the Pledged Consumer Note Receivable may be different from the
      level payment) which, if made when due, shall fully amortize the debt
      evidenced by such Pledged Consumer Note Receivable over the original term
      of such Pledged Consumer Note Receivable. The Purchaser has all necessary
      licences and permits to own its interest in such Pledged Consumer Note
      Receivable under all applicable law.

                  (70) Such Pledged Consumer Note Receivable was originated by
      the Applicable Underlying Borrower without any fraud or material
      misrepresentation on the part of the related Applicable Underlying
      Borrower or the related Consumer. Such Pledged Consumer Note Receivable
      was pledged to the Seller by the Applicable Underlying Borrower under the
      related Hypothecation Loan Agreement and the Applicable Underlying Loan
      Documents without any fraud or material misrepresentation on the part of
      Applicable Underlying Borrower.

                  (71) Such Pledged Consumer Note Receivable is payable by one
      or two Consumers, at least one of whom is a natural (and not a corporate)
      Person, and if such Pledged Consumer Note Receivable is payable by more
      than one Consumer, each such Consumer is jointly and severally obligated
      to pay the full amount payable under such Pledged Consumer Note
      Receivable.

                  (72) Such Pledged Consumer Note Receivable is payable by a
      Consumer which (i) is not, nor was at any time during the three (3) year
      period immediately preceding the date the Purchaser acquires an interest
      therein, subject to any bankruptcy, insolvency, reorganization or similar
      proceeding (or if such Consumer was at any time during the three (3) year
      period immediately preceding the date the Purchaser acquires an interest
      therein subject to any bankruptcy, insolvency, reorganization or similar
      proceeding, such Consumer has made at least the immediately preceding
      twelve monthly payments under such Pledged Consumer Note Receivable
      without delinquency)


                                       15
<PAGE>

      and (ii) has not had any real property  owned by such Consumer  foreclosed
      or subject to foreclosure.

                  (73) Such Pledged Consumer Note Receivable is not due from the
      United States or any State or from any agency, department, subdivision or
      instrumentality thereof.

                  (74) The information pertaining to such Pledged Consumer Note
      Receivable set forth in the Schedule of Receivables and the related
      Assignment and Assignment Documents is true and correct.

                  (75) [Intentionally Omitted].

                  (76) Subject to the following sentence, if such Pledged
      Consumer Note Receivable is secured by a lien on a Fee Simple Interval, an
      Interval Mortgage related to such Fee Simple Interval is in full force and
      effect and such Interval Mortgage and collateral assignments thereof from
      the Applicable Underlying Borrower to the Seller and from the Seller to
      the Purchaser shall each have been duly recorded or registered in the
      Applicable Jurisdiction in accordance with all Applicable Laws (and such
      Interval Mortgage has evidence thereon of payment of all required
      documentary stamps and intangible taxes, if any are required). If such
      Pledged Consumer Note Receivable is secured by a lien on a Club Membership
      Fee Simple Interval, an Interval Mortgage covering such Club Membership
      Fee Simple Interval at the respective applicable Home Resort is in full
      force and effect and such Interval Mortgage and collateral assignments
      thereof from the Applicable Underlying Borrower to the Seller and from the
      Seller to the Purchaser shall each have been duly recorded or registered
      in the Applicable Jurisdiction in accordance with all Applicable Laws (and
      such Interval Mortgage has evidence thereon of payment of all required
      documentary stamps and intangible taxes, if any are required).

                  (77) (x) If such Pledged Consumer Note Receivable was executed
      in connection with the related Consumer's purchase of a Right to Use
      Interval other than a Club Membership Right to Use Interval (except in the
      case of an Existing Pledged Consumer Note Receivable), (i) a Developer
      Mortgage exists which covers the Applicable Development related to such
      Pledged Consumer Note Receivable and such Developer Mortgage and an
      assignment thereof from the Seller to the Purchaser shall each have been
      duly recorded or registered in the Applicable Jurisdiction in accordance
      with all Applicable Laws (and such Developer Mortgage has evidence thereon
      of payment of all required documentary stamps and intangible taxes, if any
      are required), (ii) Non-Disturbance Arrangements are in effect with
      respect to such Right to Use Interval and an Opinion of Counsel has been
      delivered to the Purchaser which shall contain an opinion that such
      Non-Disturbance Arrangements shall remain in full force and effect
      notwithstanding the occurrence of a Bankruptcy Event with respect to the
      related Applicable Underlying Borrower or (iii) the related Applicable
      Underlying Borrower has transferred all of its Developer's Interests to an
      SPE under terms and conditions satisfactory to the Purchaser and its
      assigns and an Opinion of Counsel has been delivered to the Purchaser and
      its assigns which shall contain an opinion that such


                                       16
<PAGE>

      transfer constitutes a true sale or absolute transfer of such Developer's
      Interests from such Applicable Underlying Borrower to such SPE rather than
      a loan secured by such interest such that (A) such Developer's Interests
      would not constitute property of the estate of such Applicable Underlying
      Borrower under Section 541(a)(1) of the Bankruptcy Code and (B) Section
      362(a) of the Bankruptcy Code would not apply to stay payments of amounts
      collected with respect to such Developer's Interests.

                        (y) If such Pledged Consumer Note Receivable is secured
            by a lien on a Specific Club Membership Right to Use Interval
            (except in the case of an Existing Pledged Consumer Note Receivable)
            (i) a Developer Mortgage exists which covers the Home Resort related
            to such Pledged Consumer Note Receivable and such Developer Mortgage
            and an assignment thereof from the Seller to the Purchaser shall
            each have been duly recorded or registered in the Applicable
            Jurisdiction in accordance with all Applicable Laws (and such
            Developer Mortgage has evidence thereon of payment of all required
            documentary stamps and intangible taxes, if any are required), (ii)
            Non-Disturbance Arrangements are in effect with respect to the Home
            Resort related to such Specific Club Membership Right to Use
            Interval and an Opinion of Counsel has been delivered to the
            Purchaser and its assigns which shall contain an opinion that such
            Non-Disturbance Arrangements shall remain in full force and effect
            notwithstanding the occurrence of a Bankruptcy Event with respect to
            the related Applicable Underlying Borrower or (iii) the related
            Applicable Underlying Borrower has transferred all of its
            Developer's Interests with respect to such Home Resort and all other
            Applicable Developments in the same club to an SPE under terms and
            conditions satisfactory to the Purchaser and its assigns and an
            Opinion of Counsel has been delivered to the Purchaser and its
            assigns which shall contain an opinion that such transfer
            constitutes a true sale or absolute transfer of such Developer's
            Interests from such Applicable Underlying Borrower to such SPE
            rather than a loan secured by such interest such that (A) such
            Developer's Interests would not constitute property of the estate of
            such Applicable Underlying Borrower under Section 541(a)(1) of the
            Bankruptcy Code and (B) Section 362(a) of the Bankruptcy Code would
            not apply to stay payments of amounts collected with respect to such
            Developer's Interests.

                        (z) If such Pledged Consumer Note Receivable is secured
            by a lien on a Non-Specific Club Membership Right to Use Interval,
            security interest arrangements satisfactory to the Purchaser and its
            assigns in their reasonable discretion are in full force and effect
            with respect to such Pledged Consumer Note Receivable and
            Non-Specific Club Membership Right to Use Interval; provided,
            however, that no UCC financing statements will be required to be
            filed against any individual Consumer.

                  (78) The Applicable Underlying Borrower owned the Pledged
      Consumer Note Receivable free and clear of any Adverse Claim immediately
      prior to its pledge of such Pledged Consumer Note Receivable to the
      Seller.

                  (79) All filings (including, without limitation, UCC and real
      property filings) required to be made by any Person and all other actions
      required to be taken or


                                       17
<PAGE>

      performed by any Person in any jurisdiction to give the Purchaser a first
      priority perfected lien on such Pledged Consumer Note Receivable and the
      proceeds thereof have been made, taken or performed.

                  (80) With respect to such Pledged Consumer Note Receivable,
      there exists a Pledged Consumer Note Receivable File and a copy of such
      Pledged Consumer Note Receivable File is in the possession of the
      Custodian.

                  (81) Such Pledged Consumer Note Receivable has not been
      satisfied, subordinated or rescinded, and the Applicable Underlying Loan
      Collateral securing such Pledged Consumer Note Receivable has not been
      released from the lien of the Purchaser, in whole or in part.

                  (82) Such Pledged Consumer Note Receivable was not originated
      in, or is subject to the laws of, any jurisdiction the laws of which would
      make unlawful, void or voidable the sale, transfer and assignment of such
      Pledged Consumer Note Receivable and none of the Applicable Underlying
      Borrower, the related Consumer, the Seller or the Purchaser has entered
      into any agreement with any Person that prohibits, restricts or conditions
      the assignment of such Pledged Consumer Note Receivable.

                  (83) None of the Applicable Underlying Borrower, the related
      Consumer, the Seller or the Purchaser have taken any action to convey any
      right to any Person that would result in such Person having a right to
      payments due under such Pledged Consumer Note Receivable or payments
      received under the related Title Policy, if any, or otherwise to impair
      the rights of the Purchaser (or its assignees or designees) in such
      Pledged Consumer Note Receivable or the proceeds thereof.

                  (84) Such Pledged Consumer Note Receivable is not assumable by
      another Person in a manner which would release the related Consumer from
      such Consumer's obligations to the Applicable Underlying Borrower, the
      Seller or the Purchaser (or its assignees or designees).

                  (85) Such Pledged Consumer Note Receivable is in full force
      and effect and constitutes the legal, valid and binding obligation of the
      related Consumer and is not subject to any right of rescission (or in the
      case of Interval sales with respect to Presale Consumer Note Receivables
      and Developments located in Florida or any other jurisdiction which by law
      entitles a Consumer to an ongoing rescission period, no such rescission
      has occurred), setoff, counterclaim or defense (except the potential
      discharge in bankruptcy of such Consumer).

                  (86) There has been no default, breach, violation or event
      permitting acceleration under the terms of such Pledged Consumer Note
      Receivable, and no condition exists or event has occurred and is
      continuing that with notice, the lapse of time or both would constitute a
      default, breach, violation or event permitting acceleration under the
      terms of such Pledged Consumer Note Receivable, and there has been no
      waiver of any of the foregoing.


                                       18
<PAGE>

                  (87) No selection procedures adverse to the Seller or the
      Purchaser (or its assignees or designees) have been utilized in selecting
      any such Pledged Consumer Note Receivable from all other similar
      receivables acquired by the Applicable Underlying Borrower.

                  (88) Each such Pledged Consumer Note Receivable has in place
      with respect thereto an enforceable Developer Repurchase Obligation.

                  (89) Such Pledged  Consumer  Note  Receivable is not a Presale
      Consumer Note Receivable.

                  (90) If such Pledged Consumer Note Receivable was executed in
      connection with the related Consumer's purchase of a Right to Use
      Interval, either (i) a Developer Title Policy is in effect which (a)
      covers the related Applicable Development and all necessary steps have
      been taken in order to assign the Seller's rights as the insured under the
      aforementioned Developer Title Policy to the Purchaser (or to have an
      endorsement issued granting to the Purchaser the rights of an insured
      under such policy), (b) is at all times in an amount not less than the
      acquisition and construction costs incurred by the Developer with respect
      to the related Applicable Development and (c) was issued by a Title
      Insurance Company or (ii) on the date the Purchaser acquires an interest
      in such Pledged Consumer Note Receivable, (a) good and marketable title to
      the related Applicable Development (except with respect to Fee Simple
      Intervals previously sold to Consumers) was vested in the related
      Developer and (b) such Applicable Development is not subject to any
      monetary liens (except with respect to taxes or assessments which are not
      delinquent or, if applicable, with respect to an AD&C Mortgage) or other
      encumbrances which would interfere with the development or the intended
      use of such Applicable Development.

                  (91) If such Pledged Consumer Note Receivable was executed in
      connection with the related Consumer's purchase of a Fee Simple Interval,
      either (i) an Interval Title Policy is in effect which (a) covers such Fee
      Simple Interval and all necessary steps have been taken in order to assign
      the Seller's rights as the insured under the aforementioned Interval Title
      Policy to the Purchaser (or to have an endorsement issued granting to the
      Purchaser the rights of an insured under such policy), (b) is at all times
      in an aggregate amount of not less than the outstanding principal amount
      of such Pledged Consumer Note Receivable and all other Consumer Note
      Receivables covered by such Interval Title Policy, if any, and (c) was
      issued by a Title Insurance Company or (ii) on the date the Purchaser
      acquires an interest in such Pledged Consumer Note Receivable, (a) good
      and marketable title to the related Applicable Development (except with
      respect to other Fee Simple Intervals previously sold to Consumers) was
      vested in the related Developer immediately prior to the sale of the Fee
      Simple Interval related to such Pledged Consumer Note Receivable to the
      related Consumer, (b) upon the consummation of such sale, good and
      marketable title to such Fee Simple Interval was vested in such Consumer
      and (c) such Fee Simple Interval is not subject to any monetary liens
      (except with respect to taxes and assessments which are not delinquent) or
      other encumbrances which would interfere with the development or the
      intended use of such Fee Simple Interval.


                                       19
<PAGE>

                  (92) Such Pledged Consumer Note Receivable secures an Eligible
      Developer Note Receivable.

                  (93) If such Pledged Consumer Note Receivable was executed in
      connection with the related Consumer's purchase of a Fee Simple Interval,
      such Consumer was delivered a deed with respect to such Fee Simple
      Interval and such deed was duly recorded or registered in the Applicable
      Jurisdiction in accordance with all Applicable Laws.

                  (94) If such Pledged Consumer Note Receivable was an Existing
      Pledged Consumer Note Receivable or a new Pledged Consumer Note Receivable
      securing a new advance under an Existing Developer Note Receivable (unless
      such new Pledged Consumer Note Receivable relates to a new phase of
      construction at the Development which is the subject of such Existing
      Developer Note Receivable) either:

                        (x) an Acceptable Environmental Report covering the
            Applicable Development related to such Pledged Consumer Note
            Receivable has been obtained by the Seller; or

                        (y) on the date the Purchaser acquires an interest in
            such Pledged Consumer Note Receivable, (a) there is the absence of
            Hazardous Materials on, under, or affecting the Land or any other
            real property or personal property comprising the Applicable
            Development related to such Pledged Consumer Note Receivable, except
            for commercially reasonable amounts thereof commonly found at
            residential and resort properties in the Applicable Jurisdiction,
            (b) there are no known or suspected Hazardous Materials located at,
            used or stored on, or transported to or from such Applicable
            Development or in such proximity thereto as to create a material
            risk of contamination of any of the Applicable Underlying Loan
            Collateral except for commercially reasonable amounts thereof
            commonly found at residential and resort properties in the
            Applicable Jurisdiction, and (c) there is the absence of friable
            asbestos within the Units, Common Elements, if any, or elsewhere at
            such Applicable Development.

                  (95) If such Pledged Consumer Note Receivable is (i) not an
      Existing Pledged Consumer Note Receivable and (ii) not a new Pledged
      Consumer Note Receivable securing a new advance under an Existing
      Developer Note Receivable (unless such new Pledged Consumer Note
      Receivable relates to a New Phase at the Development which is the subject
      of such Existing Developer Note Receivable), an Acceptable Environmental
      Report shall have been obtained by the Seller covering the Applicable
      Development related to such Pledged Consumer Note Receivable (and, if such
      Pledged Consumer Note Receivable relates to a Club Membership Right to Use
      Interval or a Club Membership Fee Simple Interval, with respect to each
      other Development with respect to which the holder of such an Interval has
      rights, on the date the Purchaser acquires an interest in such Pledged
      Consumer Note Receivable, (i) there are no Hazardous Materials on, under,
      or affecting the Land or any other real property or personal property
      comprising such Development, except for commercially reasonable amounts
      thereof


                                       20
<PAGE>

      commonly found at residential and resort properties in the Applicable
      Jurisdiction, (ii) there are no known or suspected Hazardous Materials
      located at, used or stored on, or transported to or from such Development
      or in such proximity thereto as to create a material risk of contamination
      of any Applicable Underlying Loan Collateral, except for commercially
      reasonable amounts thereof commonly found at residential and resort
      properties in the Applicable Jurisdiction, and (iii) there is no friable
      asbestos within the Units, Common Elements, if any, or elsewhere at such
      Development).

                  (96) The Purchaser has received certified copies of all
      insurance policies and endorsements thereto or other evidence of insurance
      satisfactory to the Purchaser and its assigns, in the reasonable
      discretion of each, with respect to the Applicable Development relating to
      such Pledged Consumer Note Receivable and such insurance policies and
      endorsements thereto shall conform in all material respects with the
      Credit and Collection Policy and customary practice in the timeshare
      industry. In addition, the Applicable Underlying Borrower has obtained and
      is maintaining or has caused the Applicable Timeshare Owners' Association
      to obtain and maintain all policies of insurance required by and in
      accordance with the terms of the Credit and Collection Policy and which
      are customary in the timeshare industry in the Applicable Jurisdiction.

                  (97) Each Assignment Document exists with respect to such
      Pledged Consumer Note Receivable and is duly executed and enforceable in
      accordance with its terms and has been delivered to the Custodian.

                  (98) Upon the Purchaser acquiring an interest in such Pledged
      Consumer Note Receivable, not more than 10% of the Eligible Receivables
      Balance shall relate to any one Eligible Development (as defined in the
      RLSA).

                  (99) Upon the Purchaser acquiring an interest in such Pledged
      Consumer Note Receivable, not more than 20% (or 40%, in the case of
      Florida) of the Eligible Receivables Balance shall relate to Developments
      (as defined in the RLSA) in any one state.

                  (100) Upon the Purchaser acquiring an interest in such Pledged
      Consumer Note Receivable, not more than 25% of the Eligible Receivables
      Balance shall relate to Pledged Consumer Note Receivables.

                  (101) Upon the Purchaser acquiring an interest in such Pledged
      Consumer Note Receivable, not more than 20% of the Eligible Receivables
      Balance shall relate to any one Eligible Developer (as defined in the
      RLSA) which is not a wholly-owned subsidiary of Equivest.

                  (102) Upon the Purchaser acquiring an interest in such Pledged
      Consumer Note Receivable, the aggregate Outstanding Principal Balance of
      all Consumer Note Receivables (as defined in the RLSA) owing by Consumers
      that are not residents of the United States and which constitute a
      Receivable (as defined in the RLSA) or collateral security for a
      Receivable (as defined in the RLSA) purchased by the Purchaser under
      either Borrower Receivables Purchase Agreement shall not exceed an amount
      equal


                                       21
<PAGE>

      to 2.5% of the Eligible Receivables Balance.

                  (103) [Intentionally Omitted].

                  (104) The Seller shall have taken all steps necessary under
      all applicable law in order to cause to exist in favor of the Purchaser a
      valid, subsisting and enforceable first priority perfected security
      interest in such Pledged Consumer Note Receivable and all Collateral
      related to such Pledged Consumer Note Receivable (and the proceeds
      thereof) on or before the date on which the Purchaser acquires an interest
      in such Pledged Consumer Note Receivable, and upon such acquisition by the
      Purchaser of an interest in such Pledged Consumer Note Receivable, there
      shall exist in favor of the Purchaser a valid, subsisting and enforceable
      first priority perfected security interest in such Pledged Consumer Note
      Receivable and all Collateral related to such Pledged Consumer Note
      Receivable (and the proceeds thereof) and such security interest is and
      shall be prior to all other liens upon and security interests therein that
      now exist or may hereafter arise or be created; provided, that, any such
      security interest in the Land, Units and/or Common Elements of an
      Applicable Development, to the extent evidenced by a Developer Mortgage,
      may be subordinate to an AD&C Mortgage.

                  (105) On the date on which the Purchaser acquires an interest
      in such Pledged Consumer Note Receivable, such Pledged Consumer Note
      Receivable is not a Defaulted Receivable or a Delinquent Receivable.

            "Eligible Pledged Presale Consumer Note Receivable" means a Pledged
Consumer Note Receivable which constitutes a Presale Consumer Note Receivable
that satisfies each of the criteria for an Eligible Pledged Consumer Note
Receivable (other than the criteria of such definition set forth in paragraph
(i), subclauses (i) and (ii) of paragraph (o), paragraph (bb), paragraph (oo),
paragraph (qq), paragraph (ss) and, solely to the extent that the requirements
thereof would require the recordation of an Interval Mortgage, paragraph (ddd)
thereof) and that additionally satisfies each of the following criteria:

                  (106) (i) All sales and financing documents relating to such
      Presale Consumer Note Receivable have been executed and delivered to the
      Seller, (ii) there are no conditions or requirements for the escrow of
      Consumer deposits or payments required under applicable law or contract
      relating to the sale which is the subject of such Presale Consumer Note
      Receivable and (iii) all conditions and requirements with respect to such
      sale have been completed other than the issuance of the certificate of
      occupancy for the building in which the Unit related to the applicable
      Interval is located.

                  (107) Such Presale Consumer Note Receivable will meet the
      criteria set forth in paragraph (i), subclauses (i) and (ii) of paragraph
      (o), paragraph (bb), paragraph (oo), paragraph (qq), paragraph (ss) and
      paragraph (ddd) in the defined term Eligible Pledged Consumer Note
      Receivable at the closing of the Interval to which such Presale Consumer
      Note Receivable relates, which closing shall take place in accordance with
      the purchase contract for that Interval, but in any event no later than
      two years from the date of the purchase contract.


                                       22
<PAGE>

                  (108) The related Applicable Underlying Borrower shall have
      posted and shall maintain completion and performance bonds in amounts
      satisfactory to complete the related Development and in form and substance
      satisfactory to the Purchaser and its assigns.

                  (109) The documentation related to such Presale Consumer Note
      Receivable shall require the Consumer to make periodic payments of
      principal and interest on such Presale Consumer Note Receivable prior to
      the closing of the Interval to which such Presale Consumer Note Receivable
      relates.

                  (110) If such Presale Consumer Note Receivable relates to the
      Surrey Development, the Outstanding Principal Balance of such Presale
      Consumer Note Receivable, together with the aggregate Outstanding
      Principal Balance of all other Presale Consumer Note Receivables relating
      to the Surrey Development which constitute a Receivable (as defined in the
      RLSA) or collateral security for a Receivable (as defined in the RLSA)
      purchased by the Purchaser under either Borrower Receivables Purchase
      Agreement, does not exceed an amount equal to 8% of the Eligible
      Receivables Balance (or such lesser percentage as is consistent with a
      "BBB" rated timeshare securitization financing, as determined by either or
      both the Rating Agencies).

                  (111) If such Presale Consumer Note Receivable relates to one
      or more Developments other than the Surrey Development, the Outstanding
      Principal Balance of such Presale Consumer Note Receivable, together with
      the aggregate Outstanding Principal Balance of all other Presale Consumer
      Note Receivables not relating to the Surrey Development which constitute a
      Receivable (as defined in the RLSA) or collateral security for a
      Receivable (as defined in the RLSA) purchased by the Purchaser under
      either Borrower Receivables Purchase Agreement, does not exceed an amount
      equal to 2.5% of the Eligible Receivables Balance.

                  (112) If such Presale Consumer Note Receivable relates to a
      Development other than the Surrey Development, the Outstanding Principal
      Balance of such Presale Consumer Note Receivable, together with the
      aggregate Outstanding Principal Balance of all other Presale Consumer Note
      Receivables relating to the same Development which constitute a Receivable
      (as defined in the RLSA) or collateral security for a Receivable (as
      defined in the RLSA) purchased by the Purchaser under either Borrower
      Receivables Purchase Agreement, does not exceed an amount equal to
      $500,000.

                  (113) Upon the Purchaser acquiring an interest in such Presale
      Consumer Note Receivable, not more than 10% of the Eligible Receivables
      Balance shall relate to any one Eligible Development (as defined in the
      RLSA).

                  (114) Upon the Purchaser acquiring an interest in such Presale
      Consumer Note Receivable, not more than 20% (or 40%, in the case of
      Florida) of the Eligible Receivables Balance shall relate to Developments
      (as defined in the RLSA) in any one state.


                                       23
<PAGE>

                  (115) Upon the Purchaser acquiring an interest in such Presale
      Consumer Note Receivable, not more than 25% of the Eligible Receivables
      Balance shall relate to Pledged Consumer Note Receivables.

                  (116) Upon the Purchaser acquiring an interest in such Presale
      Consumer Note Receivable, not more than 20% of the Eligible Receivables
      Balance shall relate to any one Eligible Developer (as defined in the
      RLSA) which is not a wholly-owned subsidiary of Equivest.

                  (117) Such Presale Consumer Note Receivable is executed by a
      resident of the United States or if not, the Outstanding Principal Balance
      thereof, together with the aggregate Outstanding Principal Balance of all
      other Consumer Note Receivables (as defined in the RLSA) owing by
      Consumers that are not residents of the United States and which constitute
      a Receivable (as defined in the RLSA) or collateral security for a
      Receivable (as defined in the RLSA) purchased by the Purchaser under
      either of the Borrower Receivables Purchase Agreements, shall not exceed
      an amount equal to 2.5% of the Eligible Receivables Balance.

                  (118) Upon the Purchaser acquiring an interest in such Presale
      Consumer Note Receivable (but only if such Presale Consumer Note
      Receivable relates to a Fractional Interval), the Outstanding Principal
      Balance thereof, together with the aggregate Outstanding Principal Balance
      of all other Consumer Note Receivables (as defined in the RLSA) owing by
      Consumers relating to Fractional Intervals and which constitute a
      Receivable (as defined in the RLSA) or collateral security for a
      Receivable (as defined in the RLSA) purchased by the Purchaser under
      either of the Borrower Receivables Purchase Agreements, shall not exceed
      an amount equal to 5.00% of the Eligible Receivables Balance.

            "Eligible Purchased Consumer Note Receivable" means a Purchased
Consumer Note Receivable that satisfies each of the following criteria:

                  (119) Each Assignment Document exists with respect thereto and
      is duly executed and enforceable in accordance with its terms and has been
      delivered to the Custodian.

                  (120) The Applicable Underlying Purchase Documents related to
      such Purchased Consumer Note Receivable have been approved in writing by
      the Purchaser (or its assignee or designee) in its reasonable discretion.

                  (121) [Intentionally Omitted].

                  (122) To the best of the Seller's and its Affiliates'
      knowledge, (i) neither the related Applicable Underlying Seller nor the
      related Applicable Underlying Guarantor, if any, has any claim against the
      Seller, EFI, the Purchaser, or any Affiliate thereof, and no defense,
      set-off, or counterclaim exists with respect to the Developer Repurchase
      Obligation or any other terms or provisions of the related Eligible
      Developer Sale Agreement and (ii) the Consumer obligated under such
      Purchased Consumer Note


                                       24
<PAGE>

      Receivable has no claim against the Applicable Underlying Seller, the
      Applicable Underlying Guarantor, if any, the Seller, EFI, the Purchaser,
      or any Affiliate thereof, and no defense, set-off or counterclaim exists
      with respect to such Purchased Consumer Note Receivable.

                  (123) The original of such Purchased Consumer Note Receivable
      and all related documents and instruments, the terms of each of which
      shall comply in all material respects with all Applicable Laws, have been
      endorsed by the Applicable Underlying Seller to the Seller and by the
      Seller to the Purchaser in any commercially reasonable manner prescribed
      by the Purchaser (or its assigns) and have been delivered to the
      Custodian; provided, that with respect to Purchased Consumer Note
      Receivables which are Purchased on the initial Purchase Date hereunder,
      only those Purchased Consumer Note Receivables related to the Plantation
      Cove Resort and Plantation Island Resort shall be so endorsed within 30
      days of the date of this Agreement, it being agreed by the parties that
      any failure to complete such endorsement with respect to any such
      Purchased Consumer Note Receivables within such time period shall
      constitute a failure to satisfy this paragraph (e) with respect to such
      Purchased Consumer Note Receivables and such Purchased Consumer Note
      Receivables shall be deemed not to constitute Eligible Purchased Consumer
      Note Receivables on the date Purchased.

                  (124) Such Purchased Consumer Note Receivable represents the
      genuine, legal, valid and binding payment obligation of the related
      Consumer, enforceable in accordance with its terms and such Consumer had
      full legal capacity to execute and deliver such Purchased Consumer Note
      Receivable, the related Interval Mortgage, if applicable, and any other
      documents related thereto; and such Purchased Consumer Note Receivable has
      not been prepaid or repaid in full.

                  (125) Such Purchased Consumer Note Receivable is denominated
      in United States Dollars and, at the time of origination and at all times
      thereafter, materially conformed to all requirements of the Credit and
      Collection Policy applicable to such Purchased Consumer Note Receivable
      and, in any case, such Purchased Consumer Note Receivable has not been
      reserved against or would be required to be written-off pursuant to the
      Credit and Collection Policy.

                  (126) All requirements of applicable federal, state and local
      laws, and regulations thereunder (including, without limitation, but only
      if and to the extent applicable, usury laws, the Federal Truth-in-Lending
      Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the
      Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
      Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
      Reserve Board's Regulations "B" and "Z", the Soldiers' and Sailors' Civil
      Relief Act of 1940 and state adaptations of the National Consumer Act and
      of the Uniform Consumer Credit Code, the Interstate Land Sales Full
      Disclosure Act, the Real Estate Settlement Procedures Act and all other
      consumer credit laws and equal credit opportunity and disclosure laws and
      any regulations promulgated thereunder) in respect of such Purchased
      Consumer Note Receivable, the sale of the Intervals related to such
      Purchased Consumer Note Receivable and the sale of credit life and credit
      accident and health insurance and any extended service contracts in
      connection with the sale of the


                                       25
<PAGE>

      Intervals related to such Purchased Consumer Note Receivable, have been
      complied with in all material respects.

                  (127) On the date on which such Purchased Consumer Note
      Receivable is purchased hereunder, such Purchased Consumer Note Receivable
      is not a Defaulted Receivable or a Delinquent Receivable.

                  (128) The Coupon Rate set forth in such Purchased Consumer
      Note Receivable shall be not less than the Minimum APR with respect to
      such Purchased Consumer Note Receivable on the applicable Purchase Date
      therefor.

                  (129) Such Purchased Consumer Note Receivable arises from a
      bona fide sale by an Applicable Underlying Seller of one or more Intervals
      to a Consumer.

                  (130) The Interval sale from which it arises has not been
      canceled by the related Consumer, any statutory or other applicable
      cancellation or rescission period has expired (or in the case of Interval
      sales with respect to Presale Consumer Note Receivables and Developments
      located in Florida or any other jurisdiction which by law entitles a
      Consumer to an ongoing cancellation or rescission period, no such
      cancellation or rescission has occurred; it being agreed that if on or
      after the date such Purchased Consumer Note Receivable is Purchased
      hereunder such sale is canceled or rescinded, such cancellation or
      rescission shall constitute a failure to satisfy this paragraph (l) with
      respect to such Purchased Consumer Note Receivable and such Purchased
      Consumer Note Receivable shall be deemed not to have constituted an
      Eligible Consumer Note Receivable on the Purchase Date therefor), and the
      Interval sale otherwise complies fully with the terms, provisions, and
      conditions of this Agreement, the Applicable Underlying Purchase
      Documents, the sale documentation between the Consumer and the Applicable
      Underlying Seller and all Applicable Laws.

                  (131) Subject to the following sentence, if such Purchased
      Consumer Note Receivable is secured by a lien on a Fee Simple Interval, an
      Interval Mortgage covering such Fee Simple Interval is in full force and
      effect and such Interval Mortgage and assignments thereof from the
      Applicable Underlying Seller to the Seller and from the Seller to the
      Purchaser shall each have been duly recorded or registered in the
      Applicable jurisdiction in accordance with all Applicable Laws (and such
      Interval Mortgage has evidence thereon of payment of all required
      documentary stamps and intangible taxes, if any are required). If such
      Purchased Consumer Note Receivable is secured by a lien on a Club
      Membership Fee Simple Interval, an Interval Mortgage covering such Club
      Membership Fee Simple Interval at the respective applicable Home Resort is
      in full force and effect and such Interval Mortgage and assignments
      thereof from the Applicable Underlying Seller to the Seller and from the
      Seller to the Purchaser shall each have been duly recorded or registered
      in the Applicable Jurisdiction in accordance with all Applicable Laws (and
      such Interval Mortgage has evidence thereon of payment of all required
      documentary stamps and intangible taxes, if any are required).

                  (132) (x) If such Purchased Consumer Note Receivable was
      executed in connection with the related Consumer's purchase of a Right to
      Use Interval


                                       26
<PAGE>

      other than a Club Membership Right to Use Interval (except in the case of
      an Existing Purchased Consumer Note Receivable), (i) a Developer Mortgage
      exists which covers the Applicable Development related to such Purchased
      Consumer Note Receivable and such Developer Mortgage and an assignment
      thereof from the Seller to the Purchaser shall each have been duly
      recorded or registered in the Applicable Jurisdiction in accordance with
      all Applicable Laws (and such Developer Mortgage has evidence thereon of
      payment of all required documentary stamps and intangible taxes, if any
      are required), (ii) Non-Disturbance Arrangements are in effect with
      respect to such Right to Use Interval and an Opinion of Counsel has been
      delivered to the Purchaser which shall contain an opinion that such
      Non-Disturbance Arrangements shall remain in full force and effect
      notwithstanding the occurrence of a Bankruptcy Event with respect to the
      related Applicable Underlying Seller or (iii) the related Applicable
      Underlying Seller has transferred all of its Developer's Interests to an
      SPE under terms and conditions satisfactory to the Purchaser and its
      assigns and an Opinion of Counsel has been delivered to the Purchaser and
      its assigns which shall contain an opinion that such transfer constitutes
      a true sale or absolute transfer of such Developer's Interests from such
      Applicable Underlying Seller to such SPE rather than a loan secured by
      such interest such that (A) such Developer's Interests would not
      constitute property of the estate of such Applicable Underlying Seller
      under Section 541(a)(1) of the Bankruptcy Code and (B) Section 362(a) of
      the Bankruptcy Code would not apply to stay payments of amounts collected
      with respect to such Developer's Interests.

                        (y) If such Purchased Consumer Note Receivable was
            executed in connection with the related Consumer's purchase of a
            Specific Club Membership Right to Use Interval (except in the case
            of an Existing Purchased Consumer Note Receivable), (i) a Developer
            Mortgage exists which covers the Home Resort related to such
            Purchased Consumer Note Receivable and such Developer Mortgage and
            an assignment thereof from the Seller to the Purchaser shall each
            have been duly recorded or registered in the Applicable Jurisdiction
            in accordance with all Applicable Laws (and such Developer Mortgage
            has evidence thereon of payment of all required documentary stamps
            and intangible taxes, if any are required), (ii) Non-Disturbance
            Arrangements are in effect with respect to the Home Resort related
            to such Specific Club Membership Right to Use Interval and an
            Opinion of Counsel has been delivered to the Purchaser and its
            assigns which shall contain an opinion that such Non-Disturbance
            Arrangements shall remain in full force and effect notwithstanding
            the occurrence of a Bankruptcy Event with respect to the related
            Applicable Underlying Seller or (iii) the related Applicable
            Underlying Seller has transferred all of its Developer's Interests
            with respect to such Home Resort and all other Applicable
            Developments in the same club to an SPE under terms and conditions
            satisfactory to the Purchaser and its assigns and an Opinion of
            Counsel has been delivered to the Purchaser and its assigns which
            shall contain an opinion that such transfer constitutes a true sale
            or absolute transfer of such Developer's Interests from such
            Applicable Underlying Seller to such SPE rather than a loan secured
            by such interest such that (A) such Developer's Interests would not
            constitute property of the estate of such Applicable Underlying
            Seller under Section 541(a)(1) of the Bankruptcy Code and (B)
            Section 362(a) of the Bankruptcy Code would not apply to stay
            payments


                                       27
<PAGE>

            of amounts collected with respect to such Developer's Interests.

                        (z) If such Purchased Consumer Note Receivable was
            executed in connection with the related Consumer's purchase of a
            Non-Specific Club Membership Right to Use Interval, security
            interest arrangements satisfactory to the Purchaser and its assigns
            in their reasonable discretion are in full force and effect with
            respect to such Purchased Consumer Note Receivable and Non-Specific
            Club Membership Right to Use Interval; provided, however, that no
            UCC financing statements will be required to be filed against any
            individual Consumer.

                  (133) A down payment and/or other payments have been received
      by the related Applicable Underlying Seller from the Consumer who is the
      maker of the Purchased Consumer Note Receivable in an amount equal to at
      least ten percent (10%) of the original purchase price of the relevant
      Interval and such Consumer has received no cash or other rebates of any
      kind with respect to the purchase price of such Interval.

                  (134) No monthly installment or any other payment due with
      respect to such Purchased Consumer Note Receivable is more than thirty
      (30) days contractually past due as at the applicable Purchase Date
      therefor (except as permitted under subclause (ii) of paragraph (cc)
      below).

                  (135) [Intentionally Omitted].

                  (136) The interest rate on such Purchased Consumer Note
      Receivable as at the applicable Purchase Date therefor is not less than
      the Facility Funding Rate as of the end of the most recently ended
      Remittance Period plus 3%.

                  (137) The Consumer who owns the relevant Interval (or has
      obtained similar rights with respect to the relevant Interval by means of
      a contract for deed, installment sale contract or other arrangement) has
      access to a Unit within the Applicable Development during any use period
      reserved by or assigned to such Consumer, all in accordance with the
      Applicable Timeshare Documents.

                  (138) The Consumer who owns the relevant Interval (or has
      obtained similar rights with respect to the relevant Interval by means of
      a contract for deed, installment sale contract or other arrangement) (i)
      is the maker of the related Purchased Consumer Note Receivable and (ii) is
      not an Affiliate of, or related to, or employed by the Applicable
      Underlying Seller, the Seller, EFI, the Purchaser or Equivest.

                  (139) The relevant Consumer has no claim against the
      Applicable Underlying Seller, the Seller, EFI, the Purchaser or any
      Affiliate thereof, or any defense, set-off, or counterclaim with respect
      to the Purchased Consumer Note Receivable.

                  (140) (i) The maximum Outstanding Principal Balance of such
      Purchased Consumer Note Receivable does not exceed $25,000 per one
      week/year Interval (except that if such Purchased Consumer Note Receivable
      relates to a Fractional


                                       28
<PAGE>

      Interval, the maximum Outstanding Principal Balance shall not exceed
      $50,000) (or such greater amount as may be approved in writing in advance
      by the Purchaser (or its assignees or designees) and (ii) if such
      Purchased Consumer Note Receivable relates to a Fractional Interval, the
      Outstanding Principal Balance thereof, together with the aggregate
      Outstanding Principal Balance of all other Consumer Note Receivables (as
      defined in the RLSA) owing by Consumers relating to Fractional Intervals
      and which constitute a Receivable (as defined in the RLSA) or collateral
      security for a Receivable (as defined in the RLSA) purchased by the
      Purchaser under either of the Borrower Receivables Purchase Agreements,
      shall not exceed an amount equal to 5.00% of the Eligible Receivables
      Balance.

                  (141) Such Purchased Consumer Note Receivable is executed by a
      resident of the United States or if not, the Outstanding Principal Balance
      thereof, together with the aggregate Outstanding Principal Balance of all
      other Consumer Note Receivables (as defined in the RLSA) owing by
      Consumers that are not residents of the United States and which constitute
      a Receivable (as defined in the RLSA) or collateral security for a
      Receivable (as defined in the RLSA) purchased by the Purchaser under
      either of the Borrower Receivables Purchase Agreements, shall not exceed
      an amount equal to 2.5% of the Eligible Receivables Balance.

                  (142) [Intentionally Omitted].

                  (143) (i) Each Unit in the Applicable Development, which the
      relevant Consumer has the right to occupy, pursuant to the Applicable
      Timeshare Documents, has been completed and furnished in accordance with
      the terms and provisions of such Consumer's purchase contract, the
      Applicable Development's public offering statement, and the other
      Applicable Timeshare Documents, (ii) a certificate of occupancy for each
      such Unit (or the building in which the Unit is located) has been issued,
      and (iii) such Unit is not subject to any Lien (other than the lien
      created by such Interval Mortgage and the Permitted Liens and
      Encumbrances) that has not previously been consented to in writing by the
      Purchaser (or its assignees or designees).

                  (144) The forms of promissory note, mortgage, if applicable,
      federal truth-in-lending disclosure statement, if applicable, purchase
      contract, and other documents and instruments relating to the Interval
      purchase transaction giving rise to such Purchased Consumer Note
      Receivable have been approved in advance by the Purchaser (or its
      assignees or designees) in writing.

                  (145) [Intentionally Omitted].

                  (146) Such Purchased Consumer Note Receivable has an original
      term of not more than 120 months.

                  (147) Such Purchased Consumer Note Receivable, as of the
      applicable Purchase Date therefor, (i) had a remaining term of not more
      than 120 months, (ii) had not at any time during the past 90 days been
      more than 120 days past due and was not, at the applicable Purchase Date
      therefor, more than 30 days past due (or 90 days past due


                                       29
<PAGE>

      with respect to a Purchased Consumer Note Receivable (x) the interest of
      the Purchaser in which was purchased on the initial Purchase Date and (y)
      that was being lent against under the Prior Loan Facility immediately
      prior to the initial Purchase Date hereunder) and (iii) had no material
      provision thereof waived, amended, altered or modified in any respect
      (including, without limitation, as a result of the application of the
      Soldiers' and Sailors' Civil Relief Act of 1940, as amended) since its
      origination.

                  (148) Such Purchased Consumer Note Receivable (i) was
      originated by the Applicable Underlying Seller in its ordinary course of
      business and in accordance with its underwriting guidelines (and such
      Applicable Underlying Seller had all necessary licenses and permits to
      originate Purchased Consumer Note Receivables in the jurisdiction where
      the related Eligible Development was located), (ii) was sold to the Seller
      by the Applicable Underlying Seller under an Eligible Developer Sale
      Agreement, which provides for a Developer Repurchase Obligation and which
      remains in full force and effect, and the other Applicable Underlying
      Purchase Documents, each of which remains in full force and effect, and
      the Seller has all necessary licenses and permits to own such Purchased
      Consumer Note Receivable under all applicable law, (iii) and/or the
      documentation evidencing or governing same contains customary and
      enforceable provisions such as to render the rights and remedies of the
      holder thereof adequate for realization against the collateral security
      related thereto, and (iv) and/or the documentation evidencing or governing
      same provides for level monthly payments (provided, that the payment in
      the first month and the final month of the life of the Purchased Consumer
      Note Receivable may be different from the level payment) which, if made
      when due, shall fully amortize the debt evidenced by such Purchased
      Consumer Note Receivable over the original term of such Purchased Consumer
      Note Receivable. The Purchaser has all necessary licences and permits to
      own such Purchased Consumer Note Receivable under all applicable law.

                  (149) Such Purchased Consumer Note Receivable was originated
      by the Applicable Underlying Seller without any fraud or material
      misrepresentation on the part of the related Applicable Underlying Seller
      or the related Consumer. Such Purchased Consumer Note Receivable was sold
      to the Seller by the Applicable Underlying Seller under the related
      Applicable Underlying Purchase Documents without any fraud or material
      misrepresentation on the part of Applicable Underlying Seller.

                  (150) Such Purchased Consumer Note Receivable is payable by
      one or two Consumers, at least one of whom is a natural (and not a
      corporate) Person, and if a Purchased Consumer Note Receivable is payable
      by more than one Consumer, each such Consumer is jointly and severally
      obligated to pay the full amount payable under such Purchased Consumer
      Note Receivable.

                  (151) Such Purchased Consumer Note Receivable is payable by a
      Consumer which (i) is not, nor was at any time during the three (3) year
      period immediately preceding the applicable Purchase Date therefor,
      subject to any bankruptcy, insolvency, reorganization or similar
      proceeding (or if such Consumer was at any time during the three (3) year
      period immediately preceding the applicable Purchase Date therefor subject
      to any bankruptcy, insolvency, reorganization or similar proceeding, such


                                       30
<PAGE>

      Consumer has made at least the immediately preceding twelve monthly
      payments under such Purchased Consumer Note Receivable without
      delinquency) and (ii) has not had any real property owned by such Consumer
      foreclosed or currently subject to foreclosure.

                  (152) Such Purchased Consumer Note Receivable is not due from
      the United States or any State or from any agency, department, subdivision
      or instrumentality thereof.

                  (153) The information pertaining to such Purchased Consumer
      Note Receivable set forth in the Schedule of Receivables and the related
      Assignment and Assignment Documents is true and correct.

                  (154) [Intentionally Omitted].

                  (155) The Seller shall have taken all steps necessary under
      all applicable law in order to cause a valid, subsisting and enforceable
      first priority perfected ownership interest to exist in its favor in such
      Purchased Consumer Note Receivable, the Applicable Underlying Purchased
      Note Collateral and all other Collateral related to such Purchased
      Consumer Note Receivable (and the proceeds thereof) on or before the
      applicable Purchase Date therefor and immediately prior to the Purchase of
      such Purchased Consumer Note Receivable by the Purchaser, there shall have
      existed in favor of the Seller, as secured party, a valid, subsisting and
      enforceable first priority perfected security interest in the Applicable
      Underlying Purchased Note Collateral and all other such Collateral related
      to such Purchased Consumer Note Receivable (and the proceeds thereof), and
      such security interest is and shall be prior to all other liens upon and
      security interests in such Applicable Underlying Purchased Note Collateral
      and other such Collateral (and the proceeds thereof) that now exist or may
      hereafter arise or be created; provided, that, any such security interest
      in the Land, Units and/or Common Elements of an Applicable Development, to
      the extent evidenced by a Developer Mortgage, may be subordinate to an
      AD&C Mortgage.

                  (156) The Seller shall have taken all steps necessary under
      all applicable law in order to cause to exist in favor of the Purchaser,
      (A) a valid, subsisting and enforceable first priority perfected ownership
      interest in such Purchased Consumer Note Receivable and (B) a valid,
      subsisting and enforceable first priority perfected security interest in
      the Applicable Underlying Purchased Note Collateral and all other
      Collateral related to such Purchased Consumer Note Receivable (and the
      proceeds thereof) on or before the applicable Purchase Date therefor and
      upon the Purchase of such Purchased Consumer Note Receivable by the
      Purchaser, there shall exist in favor of the Purchaser, a valid,
      subsisting and enforceable first priority perfected ownership interest in
      such Purchased Consumer Note Receivable and a valid, subsisting and
      enforceable first priority (or, to the extent such security interest is in
      the Land, Units and/or Common Elements of an Applicable Development,
      evidenced by a Developer Mortgage and subordinate to an AD&C Mortgage,
      second priority) perfected security interest in the Applicable Underlying
      Purchased Note Collateral and all other Collateral related to such
      Purchased Consumer Note Receivable (and the proceeds thereof) and such
      security interest is and shall be prior to all other liens upon and
      security interests therein that now


                                       31
<PAGE>

      exist or may hereafter arise or be created.

                  (157) [Intentionally Omitted].

                  (158) The Applicable Underlying Seller owned the Purchased
      Consumer Note Receivable free and clear of any Adverse Claim immediately
      prior to its sale of such Purchased Consumer Note Receivable to the
      Seller.

                  (159) All filings (including, without limitation, UCC and real
      property filings) required to be made by any Person and all other actions
      required to be taken or performed by any Person in any jurisdiction to
      give the Purchaser a first priority perfected ownership interest in such
      Purchased Consumer Note Receivable and the proceeds thereof have been
      made, taken or performed.

                  (160) With respect to such Purchased Consumer Note Receivable,
      there exists a Pledged Purchased Consumer Note Receivable File and a copy
      of such Pledged Purchased Consumer Note Receivable File is in the
      possession of the Custodian.

                  (161) Such Purchased Consumer Note Receivable has not been
      satisfied, subordinated or rescinded, and the Applicable Underlying
      Purchase Collateral securing such Purchased Consumer Note Receivable has
      not been released from the lien of the Purchaser, in whole or in part.

                  (162) Such Purchased Consumer Note Receivable was not
      originated in, or is subject to the laws of, any jurisdiction the laws of
      which would make unlawful, void or voidable the sale, transfer and
      assignment of such Purchased Consumer Note Receivable and none of the
      Applicable Underlying Seller, the related Consumer, the Seller, EFI or the
      Purchaser has entered into any agreement with any Person that prohibits,
      restricts or conditions the assignment of such Purchased Consumer Note
      Receivable.

                  (163) None of the Applicable Underlying Seller, the related
      Consumer, the Seller, EFI or the Purchaser have taken any action to convey
      any right to any Person that would result in such Person having a right to
      payments due under such Purchased Consumer Note Receivable or payments
      received under the related Title Policy, if applicable, or otherwise to
      impair the rights of the Purchaser (or its assignees or designees)in such
      Purchased Consumer Note Receivable, the Applicable Underlying Purchased
      Note Collateral securing such Purchased Consumer Note Receivable or the
      proceeds thereof.

                  (164) Such Purchased Consumer Note Receivable is not assumable
      by another Person in a manner which would release the related Consumer
      from such Consumer's obligations to the Applicable Underlying Seller, the
      Seller or the Purchaser (or any of its assignees or designees).

                  (165) Such Purchased Consumer Note Receivable is in full force
      and effect and constitutes the legal, valid and binding obligation of the
      related Consumer and


                                       32
<PAGE>

      is not subject to any right of rescission (or in the case of a Purchased
      Consumer Note Receivable executed in connection with an Interval sale with
      respect to a Development located in Florida or any other jurisdiction
      which by law entitles a Consumer to an ongoing rescission period, no such
      rescission has occurred), setoff, counterclaim or defense (except the
      potential discharge in bankruptcy of such Consumer).

                  (166) There has been no default, breach, violation or event
      permitting acceleration under the terms of such Purchased Consumer Note
      Receivable, and no condition exists or event has occurred and is
      continuing that with notice, the lapse of time or both would constitute a
      default, breach, violation or event permitting acceleration under the
      terms of such Purchased Consumer Note Receivable, and there has been no
      waiver of any of the foregoing.

                  (167) No selection procedures adverse to the Seller or the
      Purchaser (or its assignees or designees) have been utilized in selecting
      any such Purchased Consumer Note Receivable from all other similar
      receivables acquired by the Applicable Underlying Seller.

                  (168) Such Purchased Consumer Note Receivable has in place
      with respect thereto an enforceable Developer Repurchase Obligation.

                  (169) Such Pledged Purchased Consumer Note Receivable is not a
      Presale Consumer Note Receivable.

                  (170) Upon the Purchase of such Purchased Consumer Note
      Receivable, not more than 20% of the Eligible Receivables Balance shall
      relate to any one Eligible Developer (as defined in the RLSA) which is not
      a wholly-owned subsidiary of Equivest.

                  (171) Upon the Purchase of such Purchased Consumer Note
      Receivable, not more than 10% of the Eligible Receivables Balance shall
      relate to any one Eligible Development (as defined in the RLSA).

                  (172) Upon the Purchase of such Purchased Consumer Note
      Receivable, not more than 20% (or 40%, in the case of Florida) of the
      Eligible Receivables Balance shall relate to Developments (as defined in
      the RLSA) in any one state.

                  (173) Upon the Purchase of such Purchased Consumer Note
      Receivable, the Weighted Average APR of all Primary Level Eligible
      Receivables shall be at least 12%.

                  (174) [Intentionally Omitted].

                  (175) [Intentionally Omitted].

                  (176) If such Purchased Consumer Note Receivable was executed
      in connection with the related Consumer's purchase of a Right to Use
      Interval, either (i) a Developer Title Policy is in effect which (a)
      covers the related Applicable Development


                                       33
<PAGE>

      and all necessary steps have been taken in order to assign the Seller's
      rights as the insured under the aforementioned Developer Title Policy to
      the Purchaser (or to have an endorsement issued granting to the Purchaser
      the rights of an insured under such policy), (b) is at all times in an
      amount not less than the acquisition and construction costs incurred by
      the Developer with respect to the related Applicable Development and (c)
      was issued by a Title Insurance Company or (ii) on the date the Purchaser
      acquires an interest in such Purchased Consumer Note Receivable, (a) good
      and marketable title to the related Applicable Development was vested in
      the related Developer and (b) such Applicable Development is not subject
      to any monetary liens (except with respect to taxes and assessments that
      are not delinquent or, if applicable, with respect to an AD&C Mortgage) or
      other encumbrances which would interfere with the development or the
      intended use of such Applicable Development.

                  (177) If such Purchased Consumer Note Receivable was executed
      in connection with the related Consumer's purchase of a Fee Simple
      Interval, either (i) an Interval Title Policy is in effect which (a)
      covers such Fee Simple Interval and all necessary steps have been taken in
      order to assign the Seller's rights as the insured under the
      aforementioned Interval Title Policy to the Purchaser (or to have an
      endorsement issued granting to the Purchaser the rights of an insured
      under such policy), (b) is at all times in an aggregate amount of not less
      than the outstanding principal amount of such Purchased Consumer Note
      Receivable and all other Consumer Note Receivables covered by such
      Interval Title Policy, if any, and (c) was issued by a Title Insurance
      Company or (ii) on the date the Purchaser acquires an interest in such
      Purchased Consumer Note Receivable, (a) good and marketable title to the
      related Development (except with respect to other Fee Simple Intervals
      sold to Consumers) was vested in the related Developer immediately prior
      to the sale of the Fee Simple Interval related to such Purchased Consumer
      Note Receivable to the related Consumer, (b) upon the consummation of such
      sale, good and marketable title to such Fee Simple Interval was vested in
      such Consumer and (c) such Fee Simple Interval is not subject to any
      monetary liens (except with respect to taxes and assessments that are not
      delinquent) or other encumbrances which would interfere with the
      development or the intended use of such Fee Simple Interval.

                  (178) If such Purchased Consumer Note Receivable was executed
      in connection with the related Consumer's purchase of a Fee Simple
      Interval, such Consumer was delivered a deed with respect to such Fee
      Simple Interval and such deed was duly recorded or registered in the
      Applicable Jurisdiction in accordance with all Applicable Laws.

                  (179) If such Purchased Consumer Note Receivable was an
      Existing Purchased Consumer Note Receivable or a new Purchased Consumer
      Note Receivable sold under the terms of an Existing Eligible Developer
      Sale Agreement (unless such new Purchased Consumer Note Receivable relates
      to a New Phase at the Development which is the subject of such Existing
      Eligible Developer Sale Agreement) either:

                        (x) an Acceptable Environmental Report has been obtained
            by the Seller covering the Applicable Development related to such
            Purchased Consumer Note Receivable; or


                                       34
<PAGE>

                        (y) on the date the Purchaser acquires an interest in
            such Purchased Consumer Note Receivable, (a) there is the absence of
            Hazardous Materials on, under, or affecting the Land or any other
            real property or personal property comprising the Applicable
            Development related to such Purchased Consumer Note Receivable,
            except for commercially reasonable amounts thereof commonly found at
            residential and resort properties in the Applicable Jurisdiction,
            (b) there are no known or suspected Hazardous Materials located at,
            used or stored on, or transported to or from such Applicable
            Development or in such proximity thereto as to create a material
            risk of contamination of any Applicable Underlying Purchased Note
            Collateral except for commercially reasonable amounts thereof
            commonly found at residential and resort properties in the
            Applicable Jurisdiction and (c) there is the absence of friable
            asbestos within the Units, Common Elements, if any, or elsewhere at
            such Applicable Development or, if asbestos is found to be present
            in any part of the Applicable Development, such presence is of a
            nature or magnitude that is able to be removed by a licensed removal
            contractor for a guaranteed maximum sum reasonably satisfactory to
            the Purchaser and its assigns.

                  (180) If such Purchased Consumer Note Receivable is (i) not an
      Existing Purchased Consumer Note Receivable or (ii) a new Purchased
      Consumer Note Receivable sold under the terms of an Existing Eligible
      Developer Sale Agreement (which new Purchased Consumer Note Receivable
      relates to a New Phase at the Development which is the subject of such
      Existing Eligible Developer Sale Agreement), an Acceptable Environmental
      Report has been obtained by the Seller covering the Applicable Development
      related to such Purchased Consumer Note Receivable (and, if such Purchased
      Consumer Note Receivable relates to a Club Membership Right to Use
      Interval or a Club Membership Fee Simple Interval, with respect to each
      other Development with respect to which the holder of such an Interval has
      rights, on the date the Purchaser acquires an interest in such Purchased
      Consumer Note Receivable, (i) there shall be no Hazardous Materials on,
      under, or affecting the Land or any other real property or personal
      property comprising such Development, except for commercially reasonable
      amounts thereof commonly found at residential and resort properties in the
      Applicable Jurisdiction, (ii) there are no known or suspected Hazardous
      Materials located at, used or stored on, or transported to or from such
      Development or in such proximity thereto as to create a material risk of
      contamination of any of the Applicable Underlying Purchased Note
      Collateral, except for commercially reasonable amounts thereof commonly
      found at residential and resort properties in the Applicable Jurisdiction,
      and (iii) there is no friable asbestos within the Units, Common Elements,
      if any, or elsewhere at such Development or, if asbestos is found to be
      present in any part of such Development, such presence is of a nature or
      magnitude that is able to be removed by a licensed removal contractor for
      a guaranteed maximum sum reasonably satisfactory to the Purchaser and its
      assigns).

                  (181) The Purchaser has received certified copies of all
      insurance policies and endorsements thereto or other evidence of insurance
      approved by the Purchaser and its assigns prior to the Purchaser
      Purchasing such Purchased Consumer


                                       35
<PAGE>

      Note Receivable, in the reasonable discretion of each, with respect to the
      Applicable Development relating to such Purchased Consumer Note Receivable
      and such insurance policies and endorsements thereto shall conform in all
      material respects with the Credit and Collection Policy and customary
      practice in the timeshare industry in the Applicable Jurisdiction. In
      addition, the Applicable Underlying Borrower or the Applicable Underlying
      Seller has obtained and is maintaining or has caused the Applicable
      Timeshare Owners' Association to obtain and maintain all policies of
      insurance required by and in accordance with the terms of the Credit and
      Collection Policy and which are customary in the timeshare industry in the
      Applicable Jurisdiction.

                  (182) The related Applicable  Underlying Seller is an Eligible
      Developer.

                  (183) Such Purchased Consumer Note Receivable was purchased by
      the Seller pursuant to an Eligible Developer Sale Agreement.

                  (184) Neither the related Applicable Underlying Seller nor the
      related Applicable Underlying Guarantor, if any, is an Affiliate of the
      Seller, Equivest or the Purchaser and the Development related to such
      Purchased Consumer Note Receivable is not directly or indirectly owned in
      whole or in part by an Affiliate of the Seller, Equivest or the Purchaser.

            "Eligible Purchased Presale Consumer Note Receivable" means a
Purchased Consumer Note Receivable which constitutes a Presale Consumer Note
Receivable that satisfies each of the criteria for an Eligible Purchased
Consumer Note Receivable (other than the criteria of such definition set forth
in paragraph (m), paragraph (s), subclauses (i) and (ii) of paragraph (y),
paragraph (yy), paragraph (hhh) and, solely to the extent that the requirements
thereof would require the recordation of an Interval Mortgage, paragraphs (kk),
(ll) and (ggg) thereof) and that additionally satisfies each of the following
criteria:

            (a) (i) All sales and financing documents relating to such Presale
      Consumer Note Receivable have been executed and delivered to the Seller,
      (ii) there are no conditions or requirements for the escrow of Consumer
      deposits or payments required under applicable law or contract relating to
      the sale which is the subject of such Presale Consumer Note Receivable and
      (iii) all conditions and requirements with respect to such sale have been
      completed other than the issuance of the certificate of occupancy for the
      building in which the Unit related to the applicable Interval is located.

            (b) Such Presale Consumer Note Receivable will meet the criteria set
      forth in paragraph (m), paragraph (s), subclauses (i) and (ii) of
      paragraph (y), paragraph (yy), paragraph (hhh), paragraph (kk), paragraph
      (ll) and paragraph (ggg) in the defined term Eligible Purchased Consumer
      Note Receivable at the closing of the Interval to which such Presale
      Consumer Note Receivable relates, which closing shall take place in
      accordance with the purchase contract for that Interval, but in any event
      no later than two years from the date of the purchase contract.

            (c) The related Applicable Underlying Seller shall have posted and
      shall maintain completion and performance bonds in amounts satisfactory to
      complete the


                                       36
<PAGE>

      related  Development and in form and substance  satisfactory to the Seller
      and the Purchaser.

            (d) The documentation related to such Presale Consumer Note
      Receivable shall require the Consumer to make periodic payments of
      principal and interest on such Presale Consumer Note Receivable prior to
      the closing of the Interval to which such Presale Consumer Note Receivable
      relates.

            (e) If such Presale Consumer Note Receivable relates to the Surrey
      Development, the Outstanding Principal Balance of such Presale Consumer
      Note Receivable, together with the aggregate Outstanding Principal Balance
      of all other Presale Consumer Note Receivables relating to the Surrey
      Development which constitute a Receivable (as defined in the RLSA) or
      collateral security for a Receivable (as defined in the RLSA) purchased by
      the Purchaser under either Borrower Receivables Purchase Agreement, does
      not exceed an amount equal to 8% of the Eligible Receivables Balance (or
      such lesser percentage as is consistent with a "BBB" rated timeshare
      securitization financing, as determined by either or both Rating
      Agencies).

            (f) If such Presale Consumer Note Receivable relates to one or more
      Developments other than Surrey Development, the Outstanding Principal
      Balance of such Presale Consumer Note Receivable, together with the
      aggregate Outstanding Principal Balance of all other Presale Consumer Note
      Receivables not relating to the Surrey Development which constitute a
      Receivable (as defined in the RLSA) or collateral security for a
      Receivable (as defined in the RLSA) purchased by the Purchaser under
      either Borrower Receivables Purchase Agreement, does not exceed an amount
      equal to 2.5% of the Eligible Receivables Balance.

            (g) If such Presale Consumer Note Receivable relates to a
      Development other than the Surrey Development, the Outstanding Principal
      Balance of such Presale Consumer Note Receivable, together with the
      aggregate Outstanding Principal Balance of all other Presale Consumer Note
      Receivables relating to the same Development which constitute a Receivable
      (as defined in the RLSA) or collateral security for a Receivable (as
      defined in the RLSA) purchased by the Purchaser under either Borrower
      Receivables Purchase Agreement, does not exceed an amount equal to
      $500,000.

            (h) Such Presale Consumer Note Receivable is executed by a resident
      of the United States or if not, the Outstanding Principal Balance thereof,
      together with the aggregate Outstanding Principal Balance of all other
      Consumer Note Receivables (as defined in the RLSA) owing by Consumers that
      are not residents of the United States and which constitute a Receivable
      (as defined in the RLSA) or collateral security for a Receivable (as
      defined in the RLSA) purchased by the Purchaser under either of the
      Borrower Receivables Purchase Agreements, shall not exceed an amount equal
      to 2.5% of the Eligible Receivables Balance.

            (i) Upon the Purchase of such Presale Consumer Note Receivable, not
      more than 20% of the Eligible Receivables Balance shall relate to any one
      Eligible Developer (as defined in the RLSA) which is not a wholly-owned
      subsidiary of Equivest.


                                       37
<PAGE>

            (j) Upon the Purchase of such Presale Consumer Note Receivable (but
      only if such Presale Consumer Note Receivable relates to a Fractional
      Interval), the Outstanding Principal Balance thereof, together with the
      aggregate Outstanding Principal Balance of all other Consumer Note
      Receivables (as defined in the RLSA) owing by Consumers relating to
      Fractional Intervals and which constitute a Receivable (as defined in the
      RLSA) or collateral security for a Receivable (as defined in the RLSA)
      purchased by the Purchaser under either of the Borrower Receivables
      Purchase Agreements, shall not exceed an amount equal to 5.00% of the
      Eligible Receivables Balance.

            (k) Upon the Purchase of such Presale Consumer Note Receivable, not
      more than 10% of the Eligible Receivables Balance shall relate to any one
      Eligible Development (as defined in the RLSA).

            (l) Upon the Purchase of such Presale Consumer Note Receivable, not
      more than 20% (or 40%, in the case of Florida) of the Eligible Receivables
      Balance shall relate to Developments (as defined in the RLSA) in any one
      state.

            "Eligible Receivable" means, at any time, an Eligible Developer Note
Receivable, an Eligible Purchased Consumer Note Receivable or an Eligible
Purchased Presale Consumer Note Receivable.

            "Other Conveyed Property" means, with respect to any Receivable, all
of the Seller's right, title and interest in, to and under:

                  (1) all Underlying Guaranties, Applicable Underlying Loan
            Collateral (in the case of a Developer Note Receivable) (including
            Pledged Consumer Note Receivables), Applicable Underlying Purchased
            Note Collateral (in the case of a Purchased Consumer Note
            Receivable), all other Collateral related thereto and all other
            collateral security and guaranties securing or guaranteeing any or
            all of such Receivable;

                  (2) all Related Security related thereto;

                  (3) all  Collections and other monies due and to become due in
            respect thereof and any security therefor;

                  (4) the Assigned Documents to the extent related thereto,
            including, in each case, without limitation, all monies due and to
            become due under or in connection therewith, and all legal opinions
            delivered or rendered in connection with such Receivable or any item
            included in clauses (a) through (d) of this definition or any
            transaction related to any of the foregoing;

                  (5) the Pledged Developer Note Receivable File and Pledged
            Consumer Note Receivable Files for all Pledged Consumer Note
            Receivables securing same (in the case of a Developer Note
            Receivable) or the Pledged Purchased Consumer Note Receivable File
            and Eligible Pledged Developer Sale


                                       38
<PAGE>

            Agreement File (in the case of a Purchased Consumer Note Receivable)
            related thereto;

                  (6) the related Hypothecation Agreement or other loan
            agreement (in the case of a Developer Note Receivable) or Eligible
            Developer Sale Agreement or other sale agreement (in the case of a
            Purchased Consumer Note Receivable), in each instance to the extent
            relating to such Receivable, including the rights and remedies of
            the Seller with respect to any representations, warranties,
            covenants, repurchase obligations, indemnities and other agreements
            of the Applicable Underlying Borrower or Applicable Underlying
            Seller, as appropriate, with respect to such Receivable;

                  (7) the documents, books, records and other information
            (including, without limitation, computer programs, tapes, disks,
            punch cards, data processing software and related property and
            rights) and other Records related thereto or related to the obligors
            thereon;

                  (8) all Liquidation Proceeds related thereto;

                  (9) all UCC financing  statements filed with respect to any of
            the foregoing;

                  (10) all environmental  reports with respect to any portion of
            a Development related to such Receivable;

                  (11) any and all other property in which any interest was
            assigned or transferred to the Seller by the Applicable Underlying
            Borrower or the Applicable Underlying Seller securing, guaranteeing
            or otherwise relating to or in connection with such Receivable; and

                  (12) all proceeds of the foregoing property described in
            clauses (a) through (k) above, including interest, dividends, cash,
            instruments and other property from time to time received,
            receivable or otherwise distributed in respect of, or in exchange
            for, or on account of, the sale or other disposition of such
            Receivable.

            "Pledged Consumer Note Receivable" means, with respect to an
Applicable Underlying Loan, a Consumer Note Receivable in which an Applicable
Underlying Borrower has granted to the Seller a first priority perfected
security interest pursuant to the Applicable Underlying Loan Documents relating
to such Applicable Underlying Loan.

            "Purchase" means a purchase by the Purchaser of Receivables from the
Seller pursuant to Section 2.1.

            "Purchased Consumer Note Receivable" means a Consumer Note
Receivable that was sold to the Seller by an Applicable Underlying Seller.


                                       39
<PAGE>

            "Purchase Date" has the meaning specified in Section 2.1(b).

            "Purchase Price" means, with respect to any Receivable that is the
subject of a Purchase hereunder, an amount equal to the Outstanding Principal
Balance of such Receivable on the Purchase Date therefor minus the Discount with
respect to such Receivable.

            "Purchaser" has the meaning specified in the Preamble.

            "Purchase Request Notice" has the meaning specified in Section
2.1(b).

            "Qualified Loan" means an Applicable Underlying Loan made to an
Eligible Developer in connection with an Eligible Development which satisfies
the Credit and Collection Policy in all material respects.

            "Receivable"  means  a  Developer  Note  Receivable  or a  Purchased
Consumer Note Receivable.

            "RLSA" means the Receivables Loan and Security Agreement, dated as
of the date hereof, by and among the Purchaser, the Seller, as Servicer, DG Bank
Deutsche Genossenschaftsbank AG, as Agent, the Lenders named therein, U.S. Bank
Trust National Association, as the Custodian, and Sage Systems, Inc., as the
Backup Servicer, as amended or restated from time to time pursuant to the terms
thereof.

            "Schedule of Receivables" means the schedule of all Receivables sold
pursuant to this Agreement which is attached hereto as Schedule A, as amended
from time to time pursuant to the terms hereof.

            "Seller" has the meaning specified in the Preamble.

            "Seller Repurchase Event" means, with respect to any Receivable, the
occurrence of a breach of any of the Seller's representations or warranties
under Section 4.1(a) or (o) with respect to such Receivable or any related Other
Conveyed Property.

            "Subordinated Note" means the Purchaser's Deferred Purchase Price
Note in the form of Exhibit B attached hereto, as the same may be amended,
restated, supplemented or otherwise modified from time to time, evidencing the
Deferred Purchase Price outstanding from time to time.

            SECTION 1.3 Certain References. For the purposes of this Agreement,
all references in those definitions in the RLSA set forth below to (i) the terms
"The Agent", "the Agent", "the Agent (for the benefit of the Lender)", "the
Agent, on behalf of the Lender", "the Agent and the Lender", "the Lender", or
other words or phrases of like import shall mean and be a reference to "the
Purchaser (or its assignees or designees)", (ii) any approvals or consents with
respect to any documentation as a condition precedent to any "Loans
hereunder..." shall mean and be a reference to any approvals or consents with
respect to any documentation as a condition precedent to any "Purchases
hereunder", (iii) the term "Pledged Receivable" shall mean and be a reference to
the term "Receivable" as defined herein and (iv) the terms "Pledged Consumer
Note


                                       40
<PAGE>

Receivable", "Pledged Developer Note Receivable" and "Pledged Purchased Consumer
Note Receivable" shall mean and be a reference to the terms "Pledged Consumer
Note Receivable", "Developer Note Receivable" and "Purchased Consumer Note
Receivable", respectively, as defined herein:

"Applicable Timeshare Documents"
"Applicable Underlying Loan Documents"
"Applicable Underlying Purchase Documents"
"Collections"
"Defaulted Receivable"
"Delinquent Receivable"
"Eligible Developer Sale Agreement"
"Eligible Developer Sale Agreement File"
"Eligible Development"
"Permitted Liens and Encumbrances"
"Pledged Consumer Note Receivable File"
"Pledged Developer Note Receivable File"
"Pledged Purchased Consumer Note Receivable File"

            Without limiting the foregoing, if any definition in the RLSA used
herein refers to (i) assets, property or documentation being pledged or assigned
by the Purchaser to the Agent, for the benefit of the Lender, or other words or
phrases of like import, for purposes of this Agreement, such definition shall,
to the extent the context requires, refer to such assets, property or
documentation prior to such pledge or assignment or to such assets, property or
documentation being purchased or assigned by the Seller to the Purchaser
hereunder and (ii) persons, documents or other items being acceptable or
satisfactory to, or being subject to the consent or approval of, the Agent or
the Lender or both or other words or phrases of similar import, for purposes of
this Agreement, such definition shall, to the extent the context requires, refer
to such persons, documents or other items being acceptable or satisfactory to,
or being subject to the consent or approval of, the Purchaser (or its assignees
or designees). Further, any reference herein to any of the terms "Pledged
Consumer Note Receivable File", "Pledged Developer Note Receivable File",
"Pledged Purchased Consumer Note Receivable File" or "Receivable File" shall
mean a reference to such respective terms as defined in the RLSA but excluding
any Assignment Documents which provide for the pledge by the Purchaser to the
Agent, for the benefit of the Lender, of the Purchaser's interest in any
collateral securing any Pledged Consumer Note Receivable, Purchased Consumer
Note Receivable or Developer Note Receivable (other than any Pledged Consumer
Note Receivables securing such Developer Note Receivable).

                                   ARTICLE II

                          CONVEYANCE OF THE RECEIVABLES
                         AND THE OTHER CONVEYED PROPERTY

            SECTION 1.4 Conveyance of the Receivables and the Other Conveyed
Property.

            (1) Subject to the terms and conditions of this Agreement, from time
to time


                                       41
<PAGE>

on and after the date of this Agreement, the Seller may, at its option, sell,
transfer, assign and otherwise convey to the Purchaser, without recourse (except
to the extent specifically provided in Sections 4.2 or 6.1 hereof; it being
understood and agreed, however, that the Seller has other obligations and
liabilities hereunder in addition to those under such Sections), and the
Purchaser may, at its option, purchase from the Seller, all right, title and
interest of the Seller in, to and under (i) Receivables designated by the Seller
from time to time and (ii) all Other Conveyed Property with respect thereto. It
is the express intention of the Seller and the Purchaser that the sales,
transfers, assignments and conveyances contemplated by this Agreement shall
constitute sales of such Receivables and Other Conveyed Property with respect
thereto from the Seller to the Purchaser (and not loans by the Purchaser to the
Seller secured by such Receivables and related Other Conveyed Property),
conveying good title thereto free and clear of any Liens (other than, in the
case of the Purchaser's security interest in any Applicable Underlying Loan
Collateral or Applicable Underlying Purchased Note Collateral for such
Receivables which constitutes real property, Permitted Liens and Encumbrances on
such real property), which sales, transfers, assignments and conveyances are,
subject to the terms hereof, absolute and irrevocable and provide the Purchaser
with the full benefits of ownership of such Receivables and Other Conveyed
Property, and such Receivables and Other Conveyed Property shall not be part of
the Seller's estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy or similar law. Except for (i) the
Seller's repurchase obligations set forth in Section 6.1 and (ii) the Seller's
obligations and liabilities with respect to the representations, warranties,
covenants, indemnities and other agreements made by the Seller under or pursuant
to the terms of this Agreement, each transfer of Receivables and the related
Other Conveyed Property hereunder is made without liability to the Seller;
provided, that such transfer does not constitute, and is not intended to result
in, an assumption by the Purchaser or any assignee thereof of any obligation of
the Seller or any other Person arising in connection with the Receivables or
related Other Conveyed Property.

            (2) Each Purchase (including the initial Purchase) from the Seller
shall be made on at least two Business Days' prior written notice from the
Seller to the Purchaser, provided that such request is received by the Purchaser
no later than 1:00 P.M. (New York City time) on the Business Day of receipt.
Each such request for a Purchase (each a "Purchase Request Notice") shall
specify the date of such Purchase (which shall be a Business Day) and the
proposed Purchase Price for such Purchase. The Purchaser shall promptly notify
the Seller whether it has determined to make such Purchase. Each Purchase
Request Notice made by the Seller shall be irrevocable and binding on the
Seller, and the Seller shall indemnify the Purchaser against any loss or expense
incurred by it as a result of any failure by the Seller to complete such
Purchase, including, without limitation, any loss or expense incurred by reason
of the Purchaser having agreed to borrow monies under the RLSA to purchase the
Receivables which are the subject of such Purchase Request Notice. On the date
of each Purchase (each a "Purchase Date"), the Purchaser shall, upon
satisfaction of the applicable conditions set forth in Article III, pay the
Purchase Price for such Purchase in the manner provided in Section 2.1(c). Each
delivery of a Purchase Request Notice shall be accompanied by an updated
Schedule of Receivables, which schedule shall be attached hereto as Schedule A
and made a part hereof. Each schedule so delivered shall supersede any prior
schedules so delivered.

            (3) The Purchase Price paid for any Receivables that are the subject
of any Purchase hereunder shall be determined on or prior to the date of such
Purchase and shall be paid


                                       42
<PAGE>

on the Purchase Date therefor by means of either of the following, or a
combination thereof, as mutually agreed upon by the parties hereto: (i) a
deposit in same day funds to the Seller's account designated by the Seller or
(ii) an increase in the Deferred Purchase Price (subject at all times to the
limitations contained in the definition thereof), which Deferred Purchase Price
is evidenced by the Subordinated Note.

            (4) On each Purchase Date hereunder, after giving effect to the
Purchase on such date, the Purchaser shall own all Receivables identified as
being sold to the Purchaser under this Section 2.1 as of such date (including
Receivables previously sold by the Seller to the Purchaser hereunder). The
Purchase of any Receivable hereunder shall include all Other Conveyed Property
with respect to such Receivable. The Seller shall not take any action
inconsistent with such ownership and shall not claim any ownership interest in
such sold Receivables or Other Conveyed Property. Except as expressly provided
otherwise herein or in the related Assignment or Assignment Documents, the
Purchaser shall not, in connection with any Purchase hereunder, assume any
obligations or liabilities of the Seller under or with respect to any
Receivables or any Other Conveyed Property; provided that in no event shall the
Purchaser assume any obligations or liabilities of the Seller to fund or make
any loans under any loan agreement between the Seller and a Developer or to
purchase any receivables, instruments or other debt obligations under any
purchase agreement between the Seller and a Developer, and the Seller shall
retain such obligations and liabilities.

            (5) Until the occurrence of a Servicer Default and the replacement
of the Seller as Servicer pursuant to the terms of the RLSA, the Seller, as
Servicer, shall conduct the servicing, administration and collection of the
Receivables transferred hereunder and shall take, or cause to be taken, all such
actions as may be necessary or advisable to service, administer and collect such
Receivables, from time to time, all in accordance with the terms of the RLSA. In
accordance with the Custodial Agreement, certain documents relating to
Receivables sold hereunder shall be delivered to and held in trust by the
Custodian for the benefit of the Purchaser and its assignees, and the Purchaser
hereby instructs the Seller to so deliver such documents to the Custodian. Such
delivery to the Custodian of such documents and the possession thereof by the
Custodian is at the will of the Purchaser and its assignees and in a custodial
capacity for their benefit only.

            (6) On each Purchase Date, the Seller shall deliver to the Custodian
on behalf of the Purchaser and any assignee thereof each item contained in the
Receivable Files of, and any other chattel paper and instruments (as each term
is defined in the UCC) representing or evidencing, any of the Receivables being
sold on such Purchase Date or the Other Conveyed Property related thereto.

            SECTION 1.5 Collections. (a) Unless otherwise agreed (pursuant to
the RLSA or otherwise), the Seller (as Servicer or otherwise) shall, within two
Business Days after receipt thereof, deposit into the Collection Account, all
Collections of Receivables purchased by the Purchaser hereunder then held by the
Seller (and until so deposited, such Collections shall be held in trust by the
Seller for the benefit of the Purchaser and its assigns).

            (1) On each Remittance Date, the Purchaser shall pay to the Seller
accrued interest on the Deferred Purchase Price and the Purchaser may, at its
option, prepay in whole or


                                       43
<PAGE>

in part the principal amount of the Deferred Purchase Price; provided that each
such payment shall be made solely from (i) Collections of Receivables purchased
by the Purchaser hereunder after all other amounts then due from the Purchaser
under the RLSA have been paid in full and all amounts then required to be set
aside by the Purchaser or the Servicer under the RLSA have been so set aside or
(ii) excess cash flow from operations of the Purchaser which is not required to
be applied to or set aside for the payment of other obligations of the
Purchaser; and provided further, that no such payment shall be made at any time
when an Event of Default, Early Amortization Event or an event, act or condition
that but for notice or lapse of time or both would constitute an Event of
Default or Early Amortization Event shall have occurred and be continuing or
would result therefrom. At such time following the Collection Date when all
Loans, Yield and other amounts owed by the Purchaser under the RLSA shall have
been paid in full and all commitments of the Lender to provide any financial
accommodations to the Purchaser under the RLSA shall have terminated, the
Purchaser shall apply, on each Remittance Date, all Collections of Receivables
purchased by the Purchaser hereunder received by the Purchaser pursuant to
Section 2.2(a) (and not previously distributed) first to the payment of accrued
interest on the Deferred Purchase Price, and then to the reduction of the
principal amount of the Deferred Purchase Price.

            SECTION 1.6 Payments and Computations, Etc. (a) All amounts to be
paid by the Seller (whether as Servicer or otherwise) under this Agreement to
the Purchaser or its assignee shall be paid or deposited as promptly as possible
on the day when due in same day funds to the Collection Account.

            (1) The Seller shall, to the extent permitted by applicable law, pay
to the Purchaser or its assignee interest on any amount not paid or deposited by
the Seller (whether as Servicer or otherwise) when due hereunder at an interest
rate per annum equal to 2% above the Base Rate, payable on demand.

            (2) All computations of interest hereunder shall be made on the
basis of a year of 360 days for the actual number of days elapsed. Whenever any
payment or deposit to be made hereunder shall be due on a day other than a
Business Day, such payment or deposit shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
such payment or deposit.

            SECTION 1.7 Transfer of Records to Purchaser. Each Purchase of
Receivables hereunder shall include the transfer to the Purchaser of all of the
Seller's right, title and interest in and to the records relating to such
Receivables and the related Other Conveyed Property and shall include an
irrevocable non-exclusive license to the use of the Seller's computer software
system to access and create such records. Such license shall be without royalty
or payment of any kind, is coupled with an interest, and shall be irrevocable
until all of the Receivables purchased hereunder are either collected in full or
become Defaulted Receivables.

            The Seller shall take such action reasonably requested by the
Purchaser, from time to time hereafter, that may be necessary or appropriate to
ensure that the Purchaser has an enforceable ownership interest in the records
relating to the Receivables purchased by it hereunder and the related Other
Conveyed Property and rights (whether by ownership, license or


                                       44
<PAGE>

sublicense) to the use of the Seller's computer software system to access and
create such records.

            In recognition of the Seller's need to have access to the records
transferred to the Purchaser hereunder, the Purchaser hereby grants to the
Seller an irrevocable license to access such records in connection with any
activity arising in the ordinary course of the Seller's business or in
performance of its duties as Servicer, provided that (i) the Seller shall not
disrupt or otherwise materially interfere with the Purchaser's use of and access
to such records during such license period and (ii) the Seller consents to the
assignment and delivery of the records (including any information contained
therein relating to the Seller or its operations) to any assignees or
transferees of the Purchaser provided they agree to hold such records
confidential.

            SECTION 1.8 Characterization. If, notwithstanding the intention of
the parties expressed in Section 2.1(a), any sale by the Seller to the Purchaser
of Receivables and related Other Conveyed Property hereunder shall be
characterized as a secured loan and not a sale or, such sale shall for any
reason be ineffective or unenforceable, then this Agreement shall be deemed to
constitute a security agreement under the UCC and other applicable law. For this
purpose and without being in derogation of the parties' intention that each sale
of Receivables and related Other Conveyed Property hereunder shall constitute a
true sale thereof, the Seller hereby grants to the Purchaser a duly perfected
security interest in all of the Seller's right, title and interest in, to and
under all Receivables intended by the parties to be conveyed to the Purchaser
pursuant to Section 2.1 and the Other Conveyed Property related thereto, now
existing or hereafter arising.

                                   ARTICLE III

                               CONDITIONS OF SALE

            SECTION 1.9 Conditions Precedent to the Initial Purchase. The
initial Purchase hereunder is subject to the condition precedent that the
Purchaser shall have received on or before the date of the initial Purchase
under this Agreement, in form and substance reasonably satisfactory to the
Purchaser:

                  (1) a Purchase Request Notice executed by the Seller with
            respect thereto and an Assignment executed by the Seller and setting
            forth the Receivables and the Other Conveyed Property with respect
            thereto to be sold on the date of the initial Purchase under this
            Agreement;

                  (2) a certified copy of the resolutions duly adopted by the
            Board of Directors of the Seller approving this Agreement, the
            Assignments and the other documents to be delivered by it hereunder
            and the transactions and matters contemplated hereby and thereby;

                  (3) the certificate of incorporation, as amended, of the
            Seller, certified by the Secretary of State of Delaware, dated as of
            a recent date prior to the date hereof;


                                       45
<PAGE>

                  (4) a good standing certificate for the Seller issued by the
            Secretary of State of Delaware, dated not earlier than 20 days prior
            to the date hereof;

                  (5) a copy of the Seller's bylaws, as amended, certified by
            its Secretary or Assistant Secretary or by such other person as is
            authorized to do so by such bylaws;

                  (6) a certificate of the Secretary or Assistant Secretary or
            by such other person as is authorized to do so by the bylaws of the
            Seller certifying (x) the names and true signatures of the officers
            authorized on its behalf to sign this Agreement, the Assignments,
            and the other documents to be delivered by it hereunder (on which
            certificate the Purchaser and its assigns may conclusively rely
            until such time as the Purchaser shall receive from the Seller a
            revised certificate meeting the requirements of this subsection
            (vi)), (y) that all representations and warranties made by the
            Seller in this Agreement are true and correct in all material
            respects and that the Seller is in compliance with each of its
            covenants and other agreements set forth herein and (z) that the
            certificate of incorporation of the Seller delivered to the
            Purchaser under clause (iii) above has not been amended, modified or
            supplemented and is in full force and effect;

                  (7) copies of proper financing statements (on Form UCC-1)
            naming the Seller as the assignor of the Receivables and the Other
            Conveyed Property related thereto purchased pursuant to this
            Agreement and the Purchaser as assignee, or other similar
            instruments or documents, in form and substance sufficient for
            filing under the UCC or any comparable law of any and all
            jurisdictions as may be necessary or, in the opinion of the
            Purchaser or any assignee thereof, desirable to perfect the
            Purchaser's ownership interest in all Receivables and the Other
            Conveyed Property related thereto purchased pursuant to this
            Agreement;

                  (8) copies of properly executed termination statements or
            statements of release (on Form UCC-3) or other similar instruments
            or documents, if any, in form and substance satisfactory for filing
            under the UCC or any comparable law of any and all jurisdictions as
            may be necessary or, in the opinion of the Purchaser and its
            assigns, desirable to release all security interests and similar
            rights of any Person in the Receivables and Other Conveyed Property
            related thereto purchased pursuant to this Agreement previously
            granted by the Seller;

                  (9) certified copies of requests for information or copies (on
            Form UCC-11) (or a similar search report certified by a party
            acceptable to the Purchaser and any assignee thereof), dated a date
            reasonably near and prior to the date of such initial conveyance,
            listing all effective financing statements and other similar
            instruments and documents including those referred to above in
            subsections (vii) and (viii) which name the Seller (under its
            present name and any previous name) as debtor and which are filed in
            the jurisdictions in which filings are to be made pursuant to such
            subsections (vii) and (viii) above, together with copies of such
            financing statements, none of which, except those filed pursuant to


                                       46
<PAGE>

            subsections (vii) and (viii), above, shall cover any Receivables or
            Other Conveyed Property related thereto purchased pursuant to this
            Agreement;

                  (10) any necessary third party consents to the closing of the
            transactions contemplated hereby, in the form and substance
            satisfactory to the Purchaser; and

                  (11) favorable opinions of Baker & Hostetler LLP, counsel to
            the Seller, and Dorsey & Whitney LLP, Minnesota counsel to the
            Seller, with respect to such matters as the Purchaser or any
            assignee thereof may reasonably request. (1)

            SECTION 1.10 Conditions Precedent to All Purchases. The obligation
of the Purchaser to pay for each Receivable and the Other Conveyed Property
related thereto on each Purchase Date (including the initial Purchase Date)
shall be subject to the further conditions precedent that on such Purchase Date:

            (1) The following statements shall be true:

                  (1) the representations and warranties of the Seller contained
            in Section 4.1 shall be correct on and as of such Purchase Date in
            all material respects, before and after giving effect to the
            Purchase to take place on such Purchase Date, as though made on and
            as of such date; and

                  (2) the Seller is in compliance in all material respects with
            each of its covenants and other agreements set forth herein.

            (2) The Purchaser shall have received an Assignment, dated the date
of such Purchase Date, executed by the Seller, listing each Receivable and Other
Conveyed Property with respect thereto being sold on such Purchase Date and
designating each such Receivable as an Eligible Receivable.

            (3) The Seller shall have delivered to the Custodian on behalf of
the Purchaser and any assignee thereof a copy of the Assignment described in
clause (b) above for such Purchase Date, together with each item contained in
the Receivable Files of, and any other chattel paper and instruments (as each
term is defined in the UCC) representing or evidencing, any of the Receivables
being sold on such Purchase Date or the Other Conveyed Property related thereto.

            (4) The Seller shall have taken such other action, including
delivery of approvals, consents, opinions, documents and instruments to the
Purchaser, as the Purchaser or any assignee thereof may reasonably request.

            (5) There shall have been no Material Adverse Effect.

            (6) (A) The Seller shall have timely delivered to the Purchaser a
Purchase Request Notice appropriately completed and executed by the Seller, (B)
the Seller shall have delivered to the Purchaser an Officer's Certificate from
the Seller certifying that (1) the Seller has delivered or caused to have been
delivered to the Custodian a copy of the Assignment related


                                       47
<PAGE>

to the Receivables being Purchased hereunder on such Purchase Date, together
with (i) the Pledged Developer Note Receivable File with respect to the
Developer Note Receivables being Purchased hereunder on such Purchase Date, (ii)
the Pledged Consumer Note Receivable File with respect to each Pledged Consumer
Note Receivable in which the Purchaser is acquiring an interest hereunder on
such Purchase Date, (iii) the Pledged Purchased Consumer Note Receivable File
with respect to each Purchased Consumer Note Receivable being Purchased
hereunder on such Purchase Date, and (iv) the Eligible Developer Sale Agreement
File with respect to each Eligible Developer Sale Agreement or other sale
agreement pursuant to which any Purchased Consumer Note Receivable being
Purchased hereunder on such Purchase Date was sold to the Seller, (2) the
Developer Note Receivables and all related Pledged Consumer Note Receivables
and/or the Purchased Consumer Note Receivables related to or constituting the
Receivables being Purchased hereunder on such Purchase Date are duly endorsed or
otherwise duly assigned by the Seller to the Purchaser and (3) the Developer
Mortgages, if applicable, and Interval Mortgages, if applicable, related to each
Receivable being Purchased hereunder on such Purchase Date, assignments thereof
by the Applicable Underlying Borrower or Applicable Underlying Seller to the
Seller and assignments thereof by the Seller to the Purchaser have all been duly
recorded in the appropriate recording offices, and (C) the Custodian has
delivered to the Purchaser by 11:30 A.M. (New York City time) on such Purchase
Date, a Receipt from the Custodian confirming that, inter alia, the Receivable
Files received on such Purchase Date conform with the Assignment delivered to
the Custodian on such Purchase Date.

            (7) The Seller shall have taken all steps necessary under all
applicable law in order to cause a valid, subsisting and enforceable first
priority perfected security interest to exist in its favor in the Applicable
Underlying Loan Collateral, the Applicable Underlying Purchased Note Collateral
and all other Collateral related to each Receivable (and the proceeds thereof)
being Purchased hereunder on such Purchase Date and immediately prior to the
Purchase of such Receivables by the Purchaser hereunder, there shall have
existed in favor of the Seller as secured party, a valid, subsisting and
enforceable first priority perfected lien in the Applicable Underlying Loan
Collateral, the Applicable Underlying Purchased Note Collateral and all other
such Collateral related to such Receivable (and the proceeds thereof), and such
security interest is and shall be prior to all other liens (other than Permitted
Liens and Encumbrances) upon and security interests in such Applicable
Underlying Loan Collateral, Applicable Underlying Purchased Note Collateral and
other such Collateral (and the proceeds thereof) that now exist or may hereafter
arise or be created; provided, that, any such security interest in the Land,
Units and/or Common Elements of an Applicable Development, to the extent
evidenced by a Developer Mortgage, may be subordinate to an AD&C Mortgage.

            (8) The Seller shall have taken all steps necessary under all
applicable law in order to cause a valid, subsisting and enforceable first
priority perfected ownership interest to exist in favor of the Purchaser in the
Receivables being Purchased hereunder on such Purchase Date and in all right,
title and interest of the Seller in, to and under the Other Conveyed Property
related thereto (and the proceeds thereof) and immediately prior to the Purchase
of such Receivables by the Purchaser, there shall have existed in favor of the
Seller as secured party, a valid, subsisting and enforceable first priority
ownership interest in such Receivables and Other Conveyed Property related
thereto (and the proceeds thereof) which ownership interest is free of all liens
and security interests.


                                       48
<PAGE>

            (9) The Seller shall have taken all steps necessary under all
applicable law in order to cause to exist in favor of the Purchaser a first
priority perfected security interest in the Applicable Underlying Loan
Collateral, the Applicable Underlying Purchased Note Collateral and all other
Collateral related to each Receivable (and the proceeds thereof) being Purchased
hereunder on such Purchase Date (subject, in the case of the security interest
in any Applicable Underlying Loan Collateral, Applicable Underlying Purchased
Note Collateral or other Collateral for such Receivable which constitutes real
property, to Permitted Liens and Encumbrances on such real property) and upon
the Purchase of such Receivables by the Purchaser, there shall exist in favor of
the Purchaser, as secured party, a valid, subsisting and enforceable first
priority perfected security interest in the Applicable Underlying Loan
Collateral, the Applicable Underlying Purchased Note Collateral and all other
Collateral related to each Receivable (and the proceeds thereof) being Purchased
hereunder on such Purchase Date (subject, in the case of the security interest
in any Applicable Underlying Loan Collateral, Applicable Underlying Purchased
Note Collateral or other Collateral for such Receivable which constitutes real
property, to Permitted Liens and Encumbrances on such real property) and such
security interest is and shall be prior to all other liens upon and security
interests therein that now exist or may hereafter arise or be created (other
than Permitted Liens and Encumbrances as aforesaid).

            (10) The Pledged Consumer Note Receivables and all related Pledged
Developer Note Receivables and the Purchased Consumer Note Receivables, in each
instance, constituting or related to each Receivable being Purchased hereunder
on such Purchase Date shall have been duly endorsed or otherwise duly assigned
by the Seller to the Purchaser and delivered to the Custodian.

            (11) All Interval Mortgages related to each Receivable being
Purchased hereunder on such Purchase Date and assignments thereof from the
Applicable Underlying Borrower or the Applicable Underlying Seller to the Seller
and from the Seller to the Purchaser shall each have been duly recorded or
registered in the Applicable Jurisdiction in accordance with all Applicable
Laws. All Developer Mortgages related to each Receivable being Purchased
hereunder on such Purchase Date and assignments thereof from the Seller to the
Purchaser shall each have been duly recorded or registered in the Applicable
Jurisdiction in accordance with all Applicable Laws. All Interval Mortgages, if
applicable, and Developer Mortgages, if applicable, assigned to the Purchaser
hereunder must have evidence thereon of payment of all required documentary
stamps and intangible taxes, if any are required.

            (12) The Seller shall have delivered or caused to have been
delivered to the Custodian a copy of the Assignment related to the Receivables
being Purchased hereunder on the related Purchase Date, together with (i) the
Pledged Developer Note Receivable File with respect to each Developer Note
Receivable being Purchased hereunder on such Purchase Date, (ii) the Pledged
Consumer Note Receivable File with respect to each Pledged Consumer Note
Receivable in which the Purchaser is acquiring an interest hereunder on such
Purchase Date, (iii) the Pledged Purchased Consumer Note Receivable File with
respect to each Purchased Consumer Note Receivable being Purchased hereunder on
such Purchase Date and (iv) the Eligible Developer Sale Agreement File with
respect to each Eligible Developer Sale Agreement or other sale agreement
pursuant to which any Purchased Consumer Note Receivable being Purchased
hereunder on such Purchase Date was sold to the Seller.


                                       49
<PAGE>

            (13) [Intentionally Omitted].

            (14) No law or regulation shall prohibit, and no order, judgment or
decree of any federal, state or local court or governmental body, agency or
instrumentality shall prohibit or enjoin, the Purchase of any Receivables or
related Other Conveyed Property on such Purchase Date in accordance with the
provisions hereof.

            (15) To the extent not provided above, all Assignment Documents with
respect to the Receivables and related Other Conveyed Property being Purchased
hereunder on such Purchase Date shall have been duly executed and delivered by
the Seller and such Assignment Documents, to the extent applicable, shall each
have been duly recorded or registered in the Applicable Jurisdiction in
accordance with all Applicable Laws.

            (16) As to each Receivable to be Purchased hereunder on such
Purchase Date, the Purchaser shall have received an Officer's Certificate from
the Seller certifying that:

                  (1) It has received no notice of any asserted or threatened
            defense, offset, counterclaim, discount, or allowance in respect of
            any Receivables or related Other Conveyed Property being Purchased
            hereunder on such Purchase Date; and

                  (2) It has received such additional items as the Purchaser
            shall reasonably require, including, without limitation, an aging
            report and delinquency reports of any Receivables or related Other
            Conveyed Property being Purchased hereunder on such Purchase Date.

            (17) The following conditions shall have been satisfied:

                  (1) Applicable Underlying Documents. With respect to any
            Receivables to be Purchased on such Purchase Date consisting of
            Developer Note Receivables, the Applicable Underlying Borrower and
            the Applicable Underlying Guarantor (if any) have executed and
            delivered to the Seller the Applicable Underlying Loan Documents.
            With respect to any Receivables to be Purchased on such Purchase
            Date consisting of Purchased Consumer Note Receivables, the
            Applicable Underlying Seller and the Applicable Underlying Guarantor
            (if any) have executed and delivered to the Seller the Applicable
            Underlying Purchase Documents.

                  (2) Developer Title Policies, Etc. If applicable, with respect
            to any Receivables to be Purchased on such Purchase Date consisting
            of Developer Note Receivables secured in whole or in part by
            Consumer Note Receivables related to Right to Use Intervals and with
            respect to any Receivables to be Purchased on such Purchase Date
            consisting of Purchased Consumer Note Receivables related in whole
            or in part to Right to Use Intervals, the Applicable Underlying
            Borrower or Applicable Underlying Seller has delivered to the
            Servicer an ALTA extended coverage lender's policy of title
            insurance insuring in favor of the Applicable


                                       50
<PAGE>

            Underlying Borrower or Applicable Underlying Seller and the Seller,
            together with their successors and assigns, including but not
            limited to the Purchaser, that good and marketable title in and to
            the related Applicable Development is vested in the Applicable
            Underlying Borrower or Applicable Underlying Seller, without
            exception for filed or unfiled mechanics' liens or claims or (if a
            Survey with respect to the related Applicable Development was
            required pursuant to the terms of this Agreement or if such Survey
            was conducted for any other reason) for matters that an accurate
            Survey would disclose, subject only to Permitted Liens and
            Encumbrances (the "Developer Title Policy") and such Developer Title
            Policy shall be issued by a title insurance company reasonably
            satisfactory to the Purchaser and assigns in all respects (the
            "Title Insurance Company"). It is understood by the parties hereto
            that if a Developer Title Policy can not be obtained with respect to
            a Development located in a jurisdiction outside of the United
            States, a similar title policy, if available, may be obtained in
            lieu thereof.

Each Developer Title Policy shall contain such affirmative coverage as the
Seller deems reasonably necessary, including but not limited to an affirmative
statement that the Developer Title Policy insures the Applicable Underlying
Borrower or Applicable Underlying Seller and the Seller, together with their
successors and assigns, including but not limited to the Purchaser, against all
mechanics' and materialmen's liens arising from or out of construction of the
Applicable Development, and shall contain endorsements in form and content
acceptable to the Seller: (A) insuring against matters that would be disclosed
on an accurate Survey of the Land if a Survey with respect to the related
Applicable Development was required pursuant to the terms of this Agreement or
if such Survey was conducted for any other reason; (B) insuring that no building
restriction or similar exception to title disclosed on the Developer Title
Policy has been violated and that any violation thereof would not create or
result in any reversion, reverter or forfeiture of title; (C) if available, with
respect to zoning in the form typically issued in the Applicable Jurisdiction;
and (D) if available, insuring over any environmental superlien or similar lien
upon all or any portion of the Applicable Development. Such Developer Title
Policy shall provide that the Seller shall receive an endorsement to the
Developer Title Policy on the date of each advance of the Applicable Underlying
Loan or on the date of each Applicable Underlying Purchase: (A) indicating that
since the date of the immediately preceding advance or purchase there has been
no change in the state of title and no mechanics' or materialmen's lien, claim,
or lien or similar notice has been filed against the Development covered by such
Developer Title Policy; (B) updating the Developer Title Policy to the date of
such advance or purchase; and (C) increasing the coverage of the Developer Title
Policy by an amount equal to the amount of such advance or the purchase price
with respect to such purchase if the Developer Title Policy does not by its own
terms provide for such an increase. The condition of title to all Applicable
Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral,
as applicable, must be satisfactory to the Purchaser or assigns in all respects,
in its reasonable discretion, as a condition precedent to the Purchase of the
relevant Receivables.

                  (3) Interval Title Policies. If applicable, with respect to
            any Receivables to be Purchased on such Purchase Date consisting of
            Developer Note Receivables secured in whole or in part by Fee Simple


                                       51
<PAGE>

            Intervals and with respect to any Receivables to be Purchased on
            such Purchase Date consisting of Purchased Consumer Note Receivables
            related in whole or in part to Fee Simple Intervals, the Applicable
            Underlying Borrower or Applicable Underlying Seller has delivered to
            the Servicer one or more ALTA extended coverage lender's policies of
            title insurance insuring in favor of the Applicable Underlying
            Borrower or Applicable Underlying Seller and the Seller, together
            with their successors and assigns, including but not limited to the
            Purchaser, that good and marketable title in and to each such Fee
            Simple Interval is vested in the applicable Consumer, without
            exception for filed or unfiled mechanics' liens or (if a Survey with
            respect to the related Applicable Development was required pursuant
            to the terms of this Agreement or if such Survey was conducted for
            any other reason) claims or for matters that an accurate Survey
            would disclose, subject only to Permitted Liens and Encumbrances
            (each such policy, an "Interval Title Policy"). Such Interval Title
            Policy shall be issued by a Title Insurance Company. It is
            understood by the parties hereto that if an Interval Title Policy
            can not be obtained with respect to Intervals related to a
            Development located in a jurisdiction outside of the United States,
            a similar title policy, if available, may be obtained in lieu
            thereof.

            Each such Interval Title Policy shall contain such affirmative
            coverage as the Seller deems reasonably necessary, including but not
            limited to an affirmative statement that the Interval Title Policy
            insures the Applicable Underlying Borrower or Applicable Underlying
            Seller and the Seller, together with their successors and assigns,
            including but not limited to the Purchaser, to the extent of their
            respective interests in the Intervals covered by such Interval Title
            Policy, against all mechanics' and materialmen's liens arising from
            or out of construction of the Applicable Development, and shall
            contain endorsements in form and content acceptable to the Seller:
            (A) insuring against matters that would be disclosed on an accurate
            Survey of the Land if a Survey with respect to the related
            Applicable Development was required pursuant to the terms of this
            Agreement or if such Survey was conducted for any other reason; (B)
            insuring that no building restriction or similar exception to title
            disclosed on the Interval Title Policy has been violated and that
            any violation thereof would not create or result in any reversion,
            reverter or forfeiture of title; (C) if available, with respect to
            zoning in the form typically issued in the Applicable Jurisdiction;
            and (D) if available, insuring over any environmental superlien or
            similar lien upon all or any portion of the Applicable Development.
            Such Interval Title Policy shall provide that the Seller shall
            receive an endorsement to the Interval Title Policy on the date of
            each new advance of the Applicable Underlying Loan or on the date of
            each new purchase of a Consumer Note Receivable under the applicable
            Eligible Developer Sale Agreement: (A) indicating that since the
            date of the immediately preceding advance or purchase, there has
            been no change in the state of title and no mechanics' or
            materialmen's lien, claim, or lien or similar notice has been filed
            against any Interval that is covered by such Interval Title Policy;
            (B) updating the Interval Title Policy to the date of such new
            advance or new purchase; and (C) increasing the coverage of the
            Interval Title Policy (x) to include the Interval or Intervals which
            secure such new advance or are the subject of such new purchase and
            (y) by an amount equal to the amount of such new advance or the
            purchase price with respect to such new purchase if the Interval
            Title Policy does


                                       52
<PAGE>

            not by its own terms provide for such an increase. The condition of
            title to all Applicable Underlying Loan Collateral or Applicable
            Underlying Purchased Note Collateral, as applicable, must be
            satisfactory to the Purchaser or assigns in all respects, in its
            reasonable discretion, as a condition precedent to the Purchase of
            the relevant Receivables.

                  (4) Opinions of Applicable Underlying Borrower's and Other's
            Counsel. The Seller has received (and delivered to the Purchaser)
            from counsel for the Applicable Underlying Borrower, the Applicable
            Underlying Guarantor, if any, or the Applicable Underlying Seller,
            as applicable, licensed in the Applicable Jurisdiction and
            reasonably acceptable to the Purchaser or assigns, legal opinions in
            substantially the applicable form attached as Exhibit D (it being
            understood that legal opinions substantially in such form are
            acceptable to the Purchaser and assigns) to the RLSA or otherwise in
            form and substance reasonably satisfactory to the Purchaser or
            assigns, dated as of the date of closing of the Applicable
            Underlying Loan or the Applicable Underlying Purchase, as
            applicable, covering such items as may be reasonably required by the
            Purchaser or assigns, including, without limitation, that the
            Applicable Underlying Loan Documents or the Applicable Underlying
            Purchase Documents, as applicable, are valid, binding, and
            enforceable in accordance with their terms and that they do not
            violate any applicable usury or other Applicable Laws. The Seller
            shall use its best efforts to ensure that each such legal opinion
            shall also be addressed to the Purchaser and assigns and expressly
            state that it may be relied upon by the Purchaser and assigns for
            any and all purposes.

                  (5) Applicable Underlying Borrower's and Other's Background
            Documents. Each of the Applicable Underlying Borrower, the
            Applicable Underlying Guarantor, if any, and the Applicable
            Underlying Seller, as appropriate, has delivered to the Servicer and
            the Servicer has approved each of the following:

                        (A) Applicable Underlying Borrower's, Applicable
                  Underlying Guarantor's or Applicable Underlying Seller's
                  Organizational Documents. Copies of the Applicable Underlying
                  Borrower's, Applicable Underlying Guarantor's and Applicable
                  Underlying Seller's, as appropriate, organizational documents,
                  including but not limited to its articles of incorporation,
                  bylaws, partnership agreement, limited liability company
                  agreement and other relevant documents, as applicable,
                  together with any amendments thereto, certified to be true and
                  complete by the Applicable Underlying Borrower's, Applicable
                  Underlying Guarantor's and Applicable Underlying Seller's, as
                  appropriate, Secretary or other authorized representative.

                        (B) Good Standing Certificates. After the date hereof,
                  current good standing certificates issued by the relevant
                  secretaries of state (or similar officials with respect to
                  foreign jurisdictions) for the Applicable Underlying Borrower,
                  the Applicable Underlying Guarantor and the


                                       53
<PAGE>

                  Applicable Underlying Seller, as appropriate and to the extent
                  available in the case of foreign jurisdictions.

                        (C) Resolutions. Certified resolutions of the Applicable
                  Underlying Borrower's, Applicable Underlying Guarantor's and
                  Applicable Underlying Seller's, as appropriate, boards of
                  directors or general partners, as applicable, or such other
                  evidence of authority as is appropriate for the Applicable
                  Underlying Borrower's, Applicable Underlying Guarantor's and
                  Applicable Underlying Seller's, as appropriate, form of
                  business organization, authorizing the execution of all
                  Applicable Underlying Loan Documents, Underlying Guaranties or
                  Applicable Underlying Purchase Documents, as applicable, and
                  the performance of all obligations of the Applicable
                  Underlying Borrower, the Applicable Underlying Guarantor and
                  Applicable Underlying Seller, as appropriate, thereunder.

                        (D) Survey. In the case of any Consumer Note Receivable
                  which is the subject of a Developer Mortgage, an as-built
                  Survey (except, in the case of a Presale Consumer Note
                  Receivable, in which case the Survey shall only have been
                  conducted as to the applicable Land) satisfactory to the
                  Purchaser and (except in the case of Surveys delivered prior
                  to the date hereof) assigns and prepared by a licensed
                  surveyor satisfactory to the Seller, the Purchaser and assigns
                  and the Title Insurance Company in accordance with the
                  Seller's and the Purchaser's and assigns' requirements, of the
                  Applicable Development's Land, showing the location and
                  dimensions of all Units, Common Elements, if any, and other
                  improvements thereto and indicating the routes of ingress and
                  egress for public access to the Applicable Development, all
                  utility lines, walks, drives, recorded or visible easements
                  and rights-of-way on such Land, and showing that there are no
                  encroachments, improvements, projections, or easements
                  (recorded or unrecorded) on the property lines which would
                  prevent the development or intended use of the Applicable
                  Development. The Survey shall certify the acreage of the Land
                  and shall indicate whether the Land is located within any
                  flood hazard area. The Survey must be prepared in accordance
                  with the standards set forth by ALTA/ACSM and those of any and
                  all surveyors' bureaus or associations of the Applicable
                  Jurisdiction as well as any and all Applicable Laws and must
                  be certified to the Seller, the Purchaser and assigns and the
                  Title Insurance Company. The surveyor's certificate placed on
                  the Survey shall include a statement that said Survey notes or
                  locates any and all such items set forth as exceptions in the
                  applicable Title Policy as the Purchasers and assigns may
                  require, and otherwise satisfy all of Purchaser's and assigns'
                  Survey requirements, and shall include any other information
                  required by the Purchaser and assigns and the Title Insurance
                  Company. A Survey shall not be required if such Survey (or its
                  reasonable equivalent) is not available in the case of foreign
                  jurisdictions.


                                       54
<PAGE>

                        (E) Environmental Report. If applicable, an Acceptable
                  Environmental Report covering the related Applicable
                  Development, including all mortgaged real property which
                  constitutes part of such Applicable Development.

                  (6) Evidence of Insurance. The Purchaser and assigns have
            received certified copies of all insurance policies and endorsements
            thereto or other evidence satisfactory to the Purchaser and assigns,
            in the reasonable discretion of each, relating to the Applicable
            Development, including but not limited to the Encumbered Intervals
            and such insurance policies and endorsements thereto shall conform
            with the Credit and Collection Policy in all material respects and
            customary practice in the timeshare industry in the Applicable
            Jurisdiction. In addition, the Purchaser and assigns have received
            written evidence that the Applicable Underlying Borrower or
            Applicable Underlying Seller, as applicable, has obtained and is
            maintaining or has caused the Applicable Timeshare Owners'
            Association to obtain and maintain all policies of insurance
            required by and in accordance with the terms hereof and of the
            Credit and Collection Policy and which are customary in the
            timeshare industry in the Applicable Jurisdiction, including but not
            limited to copies of the most current paid insurance premium
            invoices for such policies.

                  (7) Applicable Laws. The Purchaser and assigns have received
            evidence satisfactory to the Purchaser that all Encumbered Intervals
            at the Applicable Development are and will be in compliance with all
            applicable zoning, building, and other Applicable Laws in connection
            with the construction, development, establishment, and operation of
            the Applicable Development and the sale, use, marketing, and
            occupancy of Units and Intervals thereat.

                  (8) Litigation. The Purchaser and assigns have received
            evidence satisfactory to the Purchaser and assigns that there exists
            no pending bankruptcy, foreclosure, or other material litigation or
            judgments outstanding against or with respect to the Applicable
            Development, the Applicable Underlying Borrower, the Applicable
            Underlying Guarantor, if any, or the Applicable Underlying Seller
            (each a "Material Party"). The term "other material litigation" as
            used herein shall not include matters in which (i) a Material Party
            is a plaintiff and no counterclaim is pending; or (ii) the Purchaser
            and assigns determine, in their reasonable discretion, that such
            litigation is immaterial due to settlement, insurance coverage,
            frivolity, or amount or nature of claim. The Purchaser and assigns
            shall have obtained an independent search, at the Seller's or the
            Applicable Underlying Borrower's or Applicable Underlying Seller's
            expense, confirming that no such bankruptcy, foreclosure action, or
            other material litigation or judgment exists.

                  (9) Code/Other Searches. The Purchaser and assigns have
            obtained such searches of the applicable public records as it deems
            necessary under all Applicable Laws to verify that it has a first
            and prior perfected Lien and security interest covering all of the
            Applicable Underlying Loan Collateral or the


                                       55
<PAGE>

            Applicable Underlying Purchased Note Collateral, as appropriate;
            provided, that no UCC searches will be conducted with respect to
            Consumers; and provided, further, that, any such security interest
            in the Land, Units and/or Common Elements of an Applicable
            Development, to the extent evidenced by a Developer Mortgage, may be
            subordinate to an AD&C Mortgage.

                  (10) Taxes and Assessments. The Purchaser and assigns have
            received copies of the most current tax bills related to the
            Applicable Development (other than an Applicable Development related
            to a Non-Specific Club Membership Right to Use Interval or a
            Non-Specific Club Membership Fee Simple Interval), together with
            evidence satisfactory to it that all real estate and personal
            property taxes and assessments owed by or for which the Applicable
            Underlying Borrower, the Applicable Underlying Seller or the
            Applicable Timeshare Owners' Association is responsible for
            collection have been paid, except for such taxes as are being
            disputed in good faith and with respect to which adequate reserves
            have been established.

                  (11) Financial Statements. The Purchaser and assigns have
            received the financial statements required by the Applicable
            Underlying Loan Documents or the Applicable Underlying Purchase
            Documents to be delivered to the Seller, or otherwise required by
            the Purchaser and assigns, for the Applicable Underlying Borrower,
            the Applicable Underlying Guarantor and the Applicable Underlying
            Seller, all in form and substance satisfactory to the Purchaser and
            assigns in their reasonable discretion.

                  (12) Interval Sales. To the extent applicable, the Purchaser
            and assigns have received a written statement from the Applicable
            Underlying Borrower or the Applicable Underlying Seller, as
            applicable, to the effect that the Applicable Underlying Borrower or
            the Applicable Underlying Seller, as applicable, has complied in all
            material respects with all Applicable Laws relating to the marketing
            and sale of Intervals, including but not limited to any Encumbered
            Intervals, at the Applicable Development, including but not limited
            to timeshare registration statutes, rules, and regulations.

                  (13) Management and Property Contract. The Purchaser and
            assigns have received a copy of the management contract, if any, for
            the Applicable Development (the "Management Contract") and the
            Purchaser and assigns have determined to their mutual satisfaction
            that the Applicable Development is being managed by a professional
            management company reasonably acceptable to the Purchaser and
            assigns.

                  (14) Miscellaneous. Such other matters as the Purchaser or
            assigns shall reasonably require.

                  True copies or, to the extent required hereby, originals of
            all of the above-referenced documents, instruments, forms, opinions,
            and other materials shall be delivered to the Servicer, either prior
            to or contemporaneously with the


                                       56
<PAGE>

            Seller's execution and delivery to the Purchaser of the sworn
            written certificate required by this Section. The Servicer's written
            acknowledgment of receipt and recommendation of approval of each
            such item is an absolute condition precedent to the Purchaser's
            obligation to Purchase the relevant Receivables hereunder.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            SECTION 1.11 Representations and Warranties of the Seller. The
Seller makes the following representations and warranties, on which the
Purchaser relies in purchasing the Receivables and the Other Conveyed Property
related thereto and in granting a security interest in the Receivables and the
Other Conveyed Property related thereto to the Agent for the benefit of the
Lender under the RLSA. Such representations and warranties are made as of the
execution and delivery of this Agreement and on each Purchase Date and shall
survive the sale, transfer and assignment of the Receivables and the Other
Conveyed Property related thereto hereunder and the grant of a security interest
in such Receivables and the Other Conveyed Property related thereto by the
Purchaser to the Agent for the benefit of the Lender under the RLSA.

            (1) Eligibility of Receivables. Each Receivable purported to be sold
by the Seller hereunder is an Eligible Receivable as of the date of its
purported sale to the Purchaser hereunder. Each Pledged Consumer Note Receivable
securing a Developer Note Receivable purported to be sold by the Seller
hereunder is an Eligible Pledged Consumer Note Receivable or an Eligible Pledged
Presale Consumer Note Receivable, as appropriate, as of the date in which the
Purchaser acquires an interest in such Pledged Consumer Note Receivable.

            (2) Organization and Good Standing. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with power and authority to own its properties (including the
Receivables and Other Conveyed Property) and to conduct its business as such
properties are currently owned and such business is currently conducted.

            (3) Due Qualification. The Seller is duly qualified to do business,
and is in good standing, and has obtained all necessary licenses and approvals,
in all jurisdictions in which the ownership or lease of its property or the
conduct of its business requires such qualification, licenses and/or approvals
except where failure to obtain such licenses and approvals or to be so qualified
would not cause a Material Adverse Effect.

            (4) Power and Authority. The Seller has the power, authority and
legal right to execute, deliver and perform this Agreement, the RLSA, each
Applicable Underlying Loan Document, Applicable Underlying Purchase Document and
Assignment Document to which it is a party and each other Transaction Document
to which it is a party and to carry out its terms and their terms, respectively.
The Seller has the power, authority and legal right to sell and assign the
Receivables and Other Conveyed Property related thereto to be sold and assigned
to the Purchaser hereunder and has duly authorized such sale and assignment to
the Purchaser by all necessary action and the execution, delivery and
performance of this Agreement, the RLSA, each


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<PAGE>

Applicable Underlying Loan Document, Applicable Underlying Purchase Document and
Assignment Document to which it is a party and each Transaction Document to
which it is a party have been duly authorized by the Seller by all necessary
action.

            (5) Valid Sale; Binding Obligations. This Agreement, the RLSA, each
Assignment, each Applicable Underlying Loan Document, Applicable Underlying
Purchase Document and Assignment Document to which the Seller is a party and
each other Transaction Document to which the Seller is a party have been and
will be duly executed and delivered by the Seller. Sales made pursuant to this
Agreement will constitute a valid sale, transfer and assignment of the
Receivables and the Other Conveyed Property related thereto to be purchased
hereunder by the Purchaser, enforceable against creditors of, and purchasers
from, the Seller. The Seller shall have no remaining property interest in any
Receivable and the Other Conveyed Property related thereto purchased by the
Purchaser hereunder. This Agreement, the RLSA, each Assignment, each Applicable
Underlying Loan Document, Applicable Underlying Purchase Document and Assignment
Document to which the Seller is a party and each other Transaction Document to
which the Seller is a party constitutes the legal, valid and binding obligation
of the Seller enforceable in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
conservatorship, receivership, liquidation or other similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

            (6) No Violation. The consummation of the transactions contemplated
by this Agreement, the RLSA, each Assignment, each Applicable Underlying Loan
Document, Applicable Underlying Purchase Document and Assignment Document to
which the Seller is a party and the other Transaction Documents to which the
Seller is a party, and the fulfillment of the terms of this Agreement, the RLSA,
each Assignment, each Applicable Underlying Loan Document, Applicable Underlying
Purchase Document and Assignment Document to which the Seller is a party and the
other Transaction Documents to which the Seller is a party, shall not conflict
with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Seller, or any indenture, agreement, mortgage,
deed of trust or other instrument to which the Seller is a party or by which it
is bound or any of its properties are subject (other than any indenture,
agreement, mortgage, deed of trust or other instrument the violation of which
would not reasonably be expected to have a Material Adverse Effect), or result
in the creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement, mortgage, deed of trust or other
instrument (other than this Agreement or the RLSA), or violate any law, order,
rule or regulation applicable to the Seller of any court or of any federal or
state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or any of its properties, or
in any way materially affect the Seller's ability to perform its obligations
under this Agreement, the RLSA, the Assignments, the Applicable Underlying Loan
Documents, Applicable Underlying Purchase Documents or Assignment Documents to
which it is a party or any other Transaction Documents to which it is a party.

            (7) No Proceedings. There are no proceedings or investigations
pending or threatened against the Seller before any court, regulatory body,
administrative agency or other


                                       58
<PAGE>

tribunal or governmental instrumentality having jurisdiction over the Seller or
its properties (i) asserting the invalidity of this Agreement, the RLSA, any
Assignment, any Applicable Underlying Loan Document, Applicable Underlying
Purchase Document or Assignment Document or any of the other Transaction
Documents, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, the RLSA, any Assignment, any Applicable
Underlying Loan Document, Applicable Underlying Purchase Document or Assignment
Document or any of the other Transaction Documents, (iii) seeking any
determination or ruling that could reasonably be expected to have more than an
inconsequential adverse effect on the performance by the Seller of its
obligations under, or the validity or enforceability of, this Agreement, the
RLSA, any Assignment, any Applicable Underlying Loan Document, Applicable
Underlying Purchase Document or Assignment Document to which it is a party or
any other Transaction Documents to which it is a party or (iv) that could
reasonably be expected to have more than an inconsequential adverse effect on
the Receivables.

            (8) No Consents. Other than that which has been obtained, no consent
of any other party and no consent, license, approval or authorization, or
registration, filing or declaration with, any governmental authority, bureau or
agency is required for the due execution, delivery and performance by the Seller
of this Agreement or any other document to be delivered by it hereunder.

            (9) Chief Executive Office; Tradenames. The principal place of
business and chief executive office of the Seller and the office where the
Seller keeps its records concerning the Receivables are located at the address
or addresses listed on Schedule B hereto. The Seller's legal name is as set
forth in this Agreement; the Seller has not changed its name since the date of
its incorporation and the Seller is not known by any trade names or
doing-business-as name, in each instance, other than those listed on Schedule C
hereto.

            (10) Solvency. The Seller is solvent and will not become insolvent
after giving effect to the transactions contemplated by this Agreement and the
other Transaction Documents. The Seller, after giving effect to the transactions
contemplated by this Agreement and the other Transaction Documents, will have an
adequate amount of capital to conduct its business in the foreseeable future.

            (11) Compliance With Laws. The Seller has complied and will comply
in all material respects with all applicable laws, rules, regulations,
judgments, agreements, decrees and orders with respect to its business and
properties.

            (12) Taxes. The Seller has filed (on a consolidated basis or
otherwise) on a timely basis all federal, state and other material tax returns
required to be filed, is not liable for taxes payable by any other Person and
has paid or made adequate provisions for the payment of all taxes, assessments
and other governmental charges due from the Seller. No tax lien or similar
adverse claim has been filed, and, to the best of the Seller's knowledge, no
claim is being asserted, with respect to any such tax, assessment or other
governmental charge. Any taxes, fees and other governmental charges payable by
the Seller in connection with the execution and delivery of this Agreement and
the other Transaction Documents and the transactions contemplated hereby or
thereby have been paid, if due, or shall have been paid prior to delinquency.


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<PAGE>

            (13) Purchase Request Notices. Each Purchase Request Notice is
accurate in all material respects.

            (14) Assignments. Each Assignment is accurate in all material
respects.

            (15) No Liens, Etc. The Receivables and Other Conveyed Property
related thereto to be sold and assigned to the Purchaser hereunder are owned
(immediately prior to their sale hereunder) by the Seller free and clear of any
Adverse Claim (other than, in the case of the Seller's security interest in any
Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note
Collateral for such Receivables which constitutes real property, Permitted Liens
and Encumbrances on such real property and, to the extent such security interest
is evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions on
transferability, and upon transfer hereunder the Purchaser will have acquired
good and marketable title to and a valid and perfected ownership interest in
such Receivables and Other Conveyed Property related thereto, free and clear of
any Adverse Claim (other than, in the case of the Purchaser's security interest
in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased
Note Collateral for such Receivables which constitutes real property, Permitted
Liens and Encumbrances on such real property and, to the extent such security
interest is evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions
on transferability. No effective financing statement or other instrument similar
in effect covering all or any part of the Receivables and Other Conveyed
Property related thereto to be purchased hereunder is on file in any recording
office, except such as may have been filed in favor of the Purchaser in
accordance with this Agreement or in favor of the Agent in accordance with the
RLSA or except as shall be released upon purchase of such Receivables and Other
Conveyed Property by the Purchaser or except, with respect any Applicable
Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral
for such Receivables which constitutes real property, those representing
Permitted Liens and Encumbrances on such real property and, to the extent the
security interest therein is evidenced by a Developer Mortgage, an AD&C
Mortgage.

            (16) [Intentionally Omitted].

            (17) Information True and Correct. All information heretofore or
hereafter furnished by or on behalf of the Seller to the Purchaser in connection
with this Agreement or any transaction contemplated hereby is and will be true
and complete in all material respects and does not and will not omit to state a
material fact necessary to make the statements contained therein not misleading.

            (18) ERISA Compliance. The Seller is in compliance in all material
respects with ERISA and has not incurred and does not expect to incur any
material liabilities (except for premium payments arising in the ordinary course
of business) to the Pension Benefit Guaranty Corporation (or any successor
thereto) under ERISA.

            (19) No Material Adverse Effect; No Default. (i) The Seller is not a
party to any indenture, loan or credit agreement or any lease or other agreement
or instrument or subject to any charter or corporate restriction that could
have, and no provision of applicable law or governmental regulation is
reasonably likely to have, a Material Adverse Effect and (ii) the Seller


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<PAGE>

is not in default under or with respect to any contract, agreement, lease or
other instrument to which the Seller is a party which is reasonably likely to
have a Material Adverse Effect.

            (20) Financial or Other Condition. There has been no Material
Adverse Effect.

            (21) Investment Company Status. The Seller is not an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the Investment
Company Act of 1940, as amended. The consummation of the transactions
contemplated by this Agreement and the other Transaction Documents to which the
Seller is a party will not violate any provision of such Act or any rule,
regulation or order issued by the Securities and Exchange Commission thereunder.

            (22) No Shared Obligations. There is not now, nor will there be at
any time in the future, any agreement or understanding between the Seller and
the Purchaser (other than as expressly set forth herein or in the other
Transaction Documents) providing for the allocation or sharing of obligations to
make payments or otherwise in respect of any taxes, fees, assessments or other
governmental charges.

            (23) Representation and Warranties True and Correct. Each of the
representations and warranties of the Seller contained in the Transaction
Documents to which it is a party is true and correct in all material respects
and the Seller hereby makes each such representation and warranty to, and for
the benefit of, the Purchaser as if the same were set forth in full herein.

            (24) Intent of Seller. The Seller has not transferred any interest
in any Receivable (or the Other Conveyed Property related thereto) to the
Purchaser with any intent to hinder, delay or defraud any of the Seller's
creditors.

            (25) Consideration. The Seller has received fair consideration and
reasonably equivalent value in exchange for the sale of the Receivables
hereunder.

            (26) Year 2000. The Seller is Year 2000 Compliant.

            (27) Multiple Purchasers. The Seller has not assigned or transferred
to any Person (other than the Purchaser) any loans by the Seller to a Developer
secured in whole or in part by Consumer Note Receivables made pursuant to the
terms of a loan agreement between the Seller and such Developer if any other
loans made pursuant to the same loan agreement have been assigned or transferred
to the Purchaser.

            (28) Filings. (i) All filings (including, without limitation, UCC
and real property filings) required to be made by any Person and all other
actions required to be taken or performed by any Person in any jurisdiction to
give the Purchaser a first priority perfected lien on all Applicable Underlying
Purchased Note Collateral and all other collateral security for all Purchased
Consumer Note Receivables purchased by the Purchaser hereunder and the proceeds
thereof have been made, taken or performed; provided, that, (X) any such lien on
the Land, Units and/or Common Elements of an Applicable Development, to the
extent evidenced by a Developer Mortgage, may be subordinate to an AD&C Mortgage
and (Y) such lien on


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<PAGE>

Applicable Underlying Purchased Note Collateral and other collateral security
which constitutes real property may be subject to Permitted Liens and
Encumbrances; (ii) all filings (including, without limitation, UCC and real
property filings) required to be made by any Person and all other actions
required to be taken or performed by any Person in any jurisdiction to give the
applicable Developer a first priority perfected lien on all collateral security
for all Consumer Note Receivables securing any Developer Note Receivables
purchased by the Purchaser hereunder and the proceeds thereof have been made,
taken or performed; provided, that such lien on any such collateral security
which constitutes real property may be subject to Permitted Liens and
Encumbrances; (iii) all filings (including, without limitation, UCC and real
property filings) required to be made by any Person and all other actions
required to be taken or performed by any Person in any jurisdiction to give the
Seller a first priority perfected lien on all Applicable Underlying Loan
Collateral and all other collateral security for all Developer Note Receivables
purchased by the Purchaser hereunder and the proceeds thereof have been made,
taken or performed; provided, that, (X) any such lien on the Land, Units and/or
Common Elements of an Applicable Development, to the extent evidenced by a
Developer Mortgage, may be subordinate to an AD&C Mortgage and (Y) such lien on
Applicable Underlying Loan Collateral and other collateral security which
constitutes real property may be subject to Permitted Liens and Encumbrances;
(iv) all filings (including, without limitation, UCC and real property filings)
required to be made by any Person and all other actions required to be taken or
performed by any Person in any jurisdiction to give the Purchaser a first
priority perfected ownership interest in all Purchased Consumer Note Receivables
Purchased hereunder and the proceeds thereof have been made, taken or performed;
and (v) all filings (including, without limitation, UCC and real property
filings) required to be made by any Person and all other actions required to be
taken or performed by any Person in any jurisdiction to transfer from the Seller
to the Purchaser a first priority perfected lien on all Applicable Underlying
Loan Collateral and all other collateral security for all Developer Note
Receivables Purchased hereunder and the proceeds thereof have been made, taken
or performed.

            (29) Underwriting and Servicing. Each of the Receivables to be
Purchased hereunder was underwritten and is being serviced in conformance with
the Seller's standard underwriting, credit, collection, operating and reporting
procedures and systems (including, without limitation, the Credit and Collection
Policy).

            (30) Selection. In selecting the Receivables to be Purchased under
this Agreement, no selection procedures were employed which are intended to be
adverse to the interests of the Purchaser or which would reasonably be expected
to result in the Receivables Purchased hereunder containing a higher percentage
of Defaulted Receivables than the percentage of Defaulted Receivables in the
Receivables retained by the Seller.

            (31) Proceeds. No proceeds of any Purchase will be used to acquire
any equity security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934.

            (32) Bulk Sales. No transaction contemplated hereby requires
compliance with any bulk sales act or similar law.

            SECTION 1.12 Indemnification.


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<PAGE>

                  (1) The Seller shall defend, indemnify and hold harmless the
      Purchaser and its assigns and transferees from and against any and all
      costs, expenses, losses, damages, claims, and liabilities, arising out of
      or resulting from any breach of any of the Seller's representations and
      warranties and covenants contained herein.

                  (2) The Seller shall defend, indemnify and hold harmless the
      Purchaser and its assigns and transferees against any and all costs,
      expenses, losses, damages, claims and liabilities arising out of or
      resulting from any acts, events or conditions relating to any Receivable
      or Other Conveyed Property Purchased hereunder that occurred, existed or
      otherwise related to a time prior to the respective Purchase Date
      therefor.

                  (3) The Seller shall defend, indemnify and hold harmless the
      Purchaser and its assigns and transferees against any and all costs,
      expenses, losses, damages, claims and liabilities arising out of or
      resulting from any action taken by it in respect of any portion of the
      Receivables Purchased hereunder or the Other Conveyed Property related to
      a Receivable Purchased hereunder other than in accordance with this
      Agreement or the RLSA.

                  (4) The Seller agrees to pay, and shall defend, indemnify and
      hold harmless the Purchaser and its assigns and transferees from and
      against, any taxes that may at any time be asserted against the Purchaser
      or any of its assigns or transferees with respect to the transactions
      contemplated in this Agreement, including, without limitation, any sales,
      gross receipts, general corporation, tangible or intangible personal
      property, privilege, or license taxes and costs and expenses in defending
      against the same, arising by reason of the acts to be performed by the
      Seller under this Agreement and imposed against such Persons.

                  (5) The Seller shall defend, indemnify, and hold harmless the
      Purchaser and its assigns and transferees from and against any and all
      costs, expenses, losses, claims, damages, and liabilities to the extent
      that such cost, expense, loss, claim, damage, or liability arose out of,
      or was imposed upon the Purchaser or any of its assigns or transferees
      through the negligence, willful misfeasance, or bad faith of the Seller in
      the performance of its duties under this Agreement or by reason of
      reckless disregard of the Seller's obligations and duties under this
      Agreement.

                  (6) The Seller shall indemnify, defend and hold harmless the
      Purchaser and its assigns and transferees from and against any loss,
      liability or expense imposed upon, or incurred by, the Purchaser or any of
      its assigns or transferees as result of the failure of any Receivable
      Purchased hereunder, or the sale or financing of the related Interval, to
      comply with all requirements of applicable law.

                  (7) The Seller shall defend, indemnify and hold harmless the
      Purchaser and its assigns and transferees from and against any loss,
      liability or expense imposed upon, or incurred by, the Purchaser or any of
      its assigns or transferees as a result of (i) any claim, action or demand
      by a Developer arising from any obligation of the


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<PAGE>

      Seller (including any failure of the Seller to fulfill such obligation) to
      fund or make any loans under any loan agreement between the Seller and a
      Developer or any other obligation under such loan agreement not expressly
      assumed by the Purchaser or any of its assigns or transferees, as the case
      maybe, (ii) any claim, action or demand by a Developer arising from any
      obligation of the Seller (including any failure of the Seller to fulfill
      such obligation) to purchase any Consumer Note Receivable under any
      purchase agreement between the Seller and a Developer or any other
      obligation (including any failure of the Seller to fulfill such
      obligation) under such purchase agreement, (iii) any claim, action or
      demand by a Developer or other Person arising from any obligation of the
      Seller (including the failure of the Seller to fulfill such obligation)
      under or related to any loan or purchase agreement between the Seller and
      a Developer or any Receivable or Other Conveyed Property related thereto
      which is not expressly assumed by the Purchaser or any of its assigns and
      transferees, as the case maybe, and (iv) any setoff or similar remedy made
      by any Person against any Receivables or Other Conveyed Property related
      thereto assigned or transferred to the Purchaser under this Agreement as a
      consequence of the Seller's acts or omissions with respect to any
      obligations of the Seller not expressly assumed by the Purchaser or any of
      its assigns or transferees, as the case may be, including the failure of
      the Seller to fulfill any of its obligations described in clauses (i)
      through (iii) above.

                  (8) The Seller shall defend, indemnify and hold harmless the
      Purchaser and its assigns and transferees from and against, and shall pay
      liquidated damages to the Purchaser and its assigns and transferees as a
      result of, any loss, liability or expense imposed upon, or incurred by,
      the Purchaser or any of its assigns or transferees as a result of any
      Consumer Note Receivable which secures or purportedly secures any
      Developer Note Receivable Purchased hereunder not constituting an Eligible
      Pledged Consumer Note Receivable or an Eligible Pledged Presale Consumer
      Note Receivable, as the case may be, on the date the Purchaser acquires an
      interest therein or any other collateral security for any Developer Note
      Receivable Purchased hereunder not complying with any applicable
      requirements hereof; provided that (i) the indemnity under this Section
      4.2(h) shall not be applicable with respect to any Developer Note
      Receivable which is repurchased by the Seller in accordance with Article
      VI hereof and (ii) the maximum amount which may be claimed at any time
      under this Section 4.2(h) with respect to any collateral security for a
      Developer Note Receivable Purchased hereunder shall not exceed an amount
      equal to any Borrowing Base Deficiency in existence at such time (after
      taking into account the status of such collateral security).

                  (9) The Seller shall defend, indemnify and hold harmless the
      Purchaser and its assigns and transferees from and against any and all
      damages, claims, losses, liabilities and related costs and expenses,
      including reasonable attorneys' fees and disbursements, awarded against or
      incurred by the Purchaser or any assign or transferee arising out of or as
      a result of this Agreement or the purchase hereunder of any Receivables or
      Other Conveyed Property or in respect of any Receivable Purchased
      hereunder or any related Other Conveyed Property, including, without
      limitation, arising out of or as a result of:

                        (1) the inclusion, or purported inclusion, in any
            Purchase of any


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<PAGE>

            Receivable that is not an Eligible Receivable (or, with respect to
            the inclusion, or purported inclusion, in any Purchase of a
            Developer Note Receivable, of any Pledged Consumer Note Receivable
            purportedly securing same that is not an Eligible Pledged Consumer
            Note Receivable or an Eligible Pledged Presale Consumer Note
            Receivable) on the date of such Purchase, or the characterization in
            any statement made by the Seller of any Receivable Purchased
            hereunder as an Eligible Receivable which is not an Eligible
            Receivable (or, with respect to a Developer Note Receivable
            Purchased hereunder, of any Pledged Consumer Note Receivable
            purportedly securing same as an Eligible Pledged Consumer Note
            Receivable or an Eligible Pledged Presale Consumer Note Receivable
            which is not so) as of the date of such statement;

                        (2) any representation or warranty or statement made or
            deemed made by the Seller (or any of its officers) under or in
            connection with this Agreement, which shall have been incorrect in
            any material respect when made;

                        (3) the failure by the Seller to comply with any
            applicable law, rule or regulation with respect to any Receivable
            Purchased hereunder or the related Other Conveyed Property; or the
            failure of any Receivable Purchased hereunder or the related Other
            Conveyed Property to conform to any such applicable law, rule or
            regulation;

                        (4) the failure to vest in the Purchaser absolute
            ownership of the Receivables that are, or that purport to be, the
            subject of a Purchase under this Agreement and the Other Conveyed
            Property in respect thereof, free and clear of any Adverse Claim
            (other than, in the case of the Purchaser's security interest in any
            Applicable Underlying Loan Collateral or Applicable Underlying
            Purchased Note Collateral for such Receivables which constitutes
            real property, Permitted Liens and Encumbrances on such real
            property and, to the extent such security interest is evidenced by a
            Developer Mortgage, an AD&C Mortgage);

                        (5) the failure of the Seller to have filed, or any
            delay in filing, financing statements or other similar instruments
            or documents under the UCC of any applicable jurisdiction or other
            applicable laws with respect to any Receivables that are, or that
            purport to be, the subject of a Purchase under this Agreement and
            the Other Conveyed Property in respect thereof, whether at the time
            of any Purchase or at any subsequent time;

                        (6) any dispute, claim, offset or defense (other than
            discharge in bankruptcy of the Obligor) of the Obligor to the
            payment of any Receivable that is, or that purports to be, the
            subject of a Purchase under this Agreement (including, without
            limitation, a defense based on such Receivable or the related Other
            Conveyed Property 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 Interval or other
            property related to such Receivable or the furnishing or failure to
            furnish such Other Conveyed Property or relating to collection
            activities with respect to such Receivable (if such collection
            activities


                                       65
<PAGE>

            were performed by the Seller acting as Servicer);

                        (7) any failure of the Seller, as Servicer or otherwise,
            to perform its duties or obligations in accordance with the
            provisions hereof or to perform its duties or obligations under any
            agreement related to a Receivable purchased hereunder or the related
            Other Conveyed Property;

                        (8) any products liability or other claim arising out of
            or in connection with merchandise, insurance, other property or
            services which are the subject of any Receivable purchased hereunder
            or the related Other Conveyed Property;

                        (9) the commingling of Collections of Receivables
            purchased hereunder or the related Other Conveyed Property by the
            Seller or a designee of the Seller, as Servicer or otherwise, at any
            time with other funds of the Seller or an Affiliate of the Seller;

                        (10) any investigation, litigation or proceeding related
            to this Agreement or the use of proceeds of Purchases or the
            ownership of Receivables, the related Other Conveyed Property, or
            Collections with respect thereto or in respect of any Receivable or
            the related Other Conveyed Property;

                        (11) any failure of the Seller to comply with its
            covenants contained in Article V;

                        (12) any fees or other costs and expenses payable to any
            replacement Servicer, to the extent in excess of the servicing fees
            payable to the Seller under the RLSA;

                        (13) any claim brought by any Person other than the
            Purchaser or any of its assigns or transferees arising from any
            activity by the Seller or any Affiliate of the Seller in servicing,
            administering or collecting any Receivable purchased hereunder or
            any related Other Conveyed Property; or

                        (14) the failure of the Seller's computer applications
            to resolve any Year 2000 Problem.

            It is expressly agreed and understood by the parties hereto (i) that
the foregoing indemnification under this Section 4.2 is not intended to, and
shall not, constitute a guarantee of the collectibility or payment of the
Receivables purchased hereunder or any related Other Conveyed Property and (ii)
that nothing in this Section 4.2 shall require the Seller to indemnify any
Person (A) for Receivables which are not collected, not paid or uncollectible on
account of the insolvency, bankruptcy, or financial inability to pay of the
applicable Obligor, (B) for damages, losses, claims or liabilities or related
costs or expenses resulting from such Person's gross negligence or willful
misconduct, or (C) for any income taxes or franchise taxes incurred by such
Person arising out of or as a result of this Agreement or in respect of any
Receivable purchased hereunder or any related Other Conveyed Property.


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            Indemnification under this Section 4.2 shall include reasonable fees
and expenses of counsel and expenses of litigation. The indemnity obligations
hereunder shall be in addition to any obligation that the Seller may otherwise
have under applicable law or any other Transaction Document and shall survive
the termination of this Agreement.

                                    ARTICLE V

                             COVENANTS OF THE SELLER

            SECTION 1.13 Protection of Title of the Purchaser.

            (1) On or prior to the date hereof, the Seller shall have filed or
caused to be filed UCC-1 financing statements, executed by the Seller as seller
or debtor, naming the Purchaser as purchaser or secured party, naming the Agent,
for the benefit of the Lender, as assignee and describing the Receivables
Purchased hereunder and the Other Conveyed Property being sold by it to the
Purchaser as collateral, in such locations as the Purchaser or the Agent shall
have reasonably required. From time to time thereafter, the Seller shall execute
and file such financing statements and cause to be executed and filed such
continuation statements, all in such manner and in such places as may be
required by law to fully perfect, preserve, maintain and protect the interest of
the Purchaser under this Agreement, and the security interest of the Agent for
the benefit of the Lender under the RLSA, in the Receivables Purchased hereunder
and the Other Conveyed Property related thereto, as the case may be, and in the
proceeds thereof. The Seller shall deliver (or cause to be delivered) to the
Purchaser, the Lender and the Agent file-stamped copies of, or filing receipts
for, any document filed as provided above, as soon as available following such
filing. In the event that the Seller fails to perform its obligations under this
subsection, the Purchaser or the Agent may perform such obligations, at the
expense of the Seller, and the Seller hereby grants to the Purchaser and the
Agent an irrevocable power of attorney and license to take any and all steps in
order to perform such obligations in the Seller's or in its own name, as
applicable, and on behalf of the Seller, as are necessary or desirable, in the
determination of the Purchaser or Agent or any assignee thereof.

            (2) On or prior to each Purchase Date hereunder, the Seller shall
have taken all steps required under applicable law in order to obtain and assign
outright to the Purchaser a first priority perfected security interest in each
item of Other Conveyed Property securing the Receivables being transferred to
the Purchaser on such Purchase Date (subject, in the case of the Purchaser's
security interest in any Applicable Underlying Loan Collateral or Applicable
Underlying Purchased Note Collateral for such Receivables which constitutes real
property, to Permitted Liens and Encumbrances on such real property and, to the
extent such security interest is evidenced by a Developer Mortgage, an AD&C
Mortgage). On or prior to each Purchase Date hereunder, the Seller shall have
taken all steps required under applicable law in order for the Purchaser to
grant to the Agent, for the benefit of the Lender, a first priority perfected
security interest in the Purchaser's security interest in each item of Other
Conveyed Property securing the Receivables being transferred to the Purchaser on
such Purchase Date and from time to time thereafter, the Seller shall take all
such actions as may be required by law (or deemed desirable by the Agent) to
fully preserve, maintain and protect the Purchaser's first priority perfected
security interest in each such item of Other Conveyed Property (subject, in the
case of the


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Purchaser's security interest in any Applicable Underlying Loan Collateral or
Applicable Underlying Purchased Note Collateral which constitutes real property,
to Permitted Liens and Encumbrances on such real property and, to the extent
such security interest is evidenced by a Developer Mortgage, an AD&C Mortgage)
and the Agent's first priority perfected security interest in the Purchaser's
security interest in such Other Conveyed Property. Upon the occurrence of an
Event of Default under the RLSA, the Agent may instruct the Seller to take all
additional steps, if any, as are necessary, in the reasonable determination of
the Agent to create and/or maintain perfection of the security interest in the
Other Conveyed Property related to each Receivable sold to the Purchaser
hereunder on behalf of the Purchaser and to create and/or maintain perfection of
the security interest in the security interest of the Purchaser in the Other
Conveyed Property related to each Receivable purchased by the Purchaser
hereunder on behalf of the Agent, for the benefit of the Lender, and if the
Seller fails to take all such steps, the Agent may take such steps at the sole
expense of the Seller, and the Seller hereby grants to the Agent an irrevocable
power of attorney and license to take any and all such steps in the Seller's or
its own name, as applicable, and on behalf of the Seller, as are necessary or
desirable, in the determination of the Agent to create and/or maintain
perfection of such security interests of the Purchaser and the Agent, for the
benefit of the Lender.

            (3) The Seller shall not change its name, identity, or corporate
structure in any manner that would or could make any financing statement or
continuation statement filed by the Seller (or by the Purchaser on behalf of the
Seller) in accordance with paragraph (a) above seriously misleading within the
meaning of ss. 9-402(7) of the UCC, unless the Seller shall have given the
Purchaser and the Agent at least 30 days' prior written notice thereof, and
shall promptly file appropriate amendments to all previously filed financing
statements and continuation statements.

            (4) The Seller shall give the Purchaser and the Agent at least 30
days' prior written notice of any relocation of its principal place of business
or chief executive office if, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement. The Seller shall at all times maintain each office from which it
services Receivables and its principal executive office within the United States
of America.

            (5) The Seller shall maintain its computer systems so that, from and
after the time of sale under this Agreement of Receivables to the Purchaser and
the grant of a security interest in such Receivables by the Purchaser to the
Agent for the benefit of the Lender, the Seller's master computer records
(including archives) that shall refer to such Receivable indicate clearly that
such Receivable has been Purchased hereunder and Pledged under the RLSA.
Indication of the Purchaser's ownership interest in, and of the Agent's security
interest for the benefit of the Lender in, a Receivable purchased by the
Purchaser hereunder shall be deleted from or modified on the Seller's computer
systems when, and only when, such Receivable Purchased hereunder shall be (i)
transferred from the ownership of the Purchaser in connection with any Take-Out
Securitization or otherwise, (ii) paid off by the related Obligor, (iii)
liquidated by the Servicer, or (iv) purchased by the Seller in accordance with
Section 6.1 or 6.2 hereof.

            SECTION 1.14 Other Liens or Interests. Except for the conveyances
hereunder, the Seller will not sell, pledge, assign or transfer to any other
Person, or grant, create,


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<PAGE>

incur, assume or suffer to exist any lien on the Receivables purchased by the
Purchaser hereunder, the Other Conveyed Property with respect thereto or any
interest therein (other than, with respect to any Applicable Underlying Loan
Collateral or Applicable Underlying Purchased Note Collateral which constitutes
real property, Permitted Liens and Encumbrances on such real property and, to
the extent the security interest therein is evidenced by a Developer Mortgage,
an AD&C Mortgage), and the Seller shall defend the right, title, and interest of
the Purchaser and the Agent, for the benefit of the Lender, in and to the such
Receivables and the Other Conveyed Property related thereto against all claims
of third parties (other than with respect to such Permitted Liens and
Encumbrances and AD&C Mortgage) claiming through or under the Seller.

            SECTION 1.15 Costs and Expenses. The Seller shall pay all reasonable
costs and disbursements in connection with the performance of its obligations
hereunder and the Transaction Documents to which it is a party.

            SECTION 1.16 Compliance with Laws, Etc. (a) The Seller shall at all
times comply with all requirements of applicable foreign, federal, state and
local laws, and regulations thereunder (including, without limitation to the
extent applicable, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act,
the Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations "B" and
"Z", the Soldiers' and Sailors' Civil Relief Act of 1940 and state adaptations
of the National Consumer Act and of the Uniform Consumer Credit Code, the
Interstate Land Sales Full Disclosure Act, the Real Estate Settlement Procedures
Act and all other consumer credit laws and equal credit opportunity and
disclosure laws and any regulations promulgated thereunder) in the conduct of
its business.

            (1) The Seller will preserve and maintain its corporate existence,
rights, franchises, qualifications and privileges except to the extent that the
failure so to preserve and maintain such existence, rights, franchises,
qualifications, and privileges would not materially adversely affect the
collectibility of the Receivables purchased by the Purchaser hereunder or the
ability of the Seller to perform its obligations under this Agreement or the
RLSA.

            SECTION 1.17 Collections. (a) The Seller shall remit all payments by
or on behalf of the Obligors received directly by the Seller to the Collection
Account, without deposit into any intervening account as soon as practicable,
but in no event later than two Business Days after receipt thereof.

            (1) The Seller will maintain and implement administrative and
operating procedures (including, without limitation, an ability to recreate
records evidencing Receivables purchased by the Purchaser hereunder and related
Other Conveyed Property in the event of the destruction of the originals
thereof), and keep and maintain all documents, books, records and other
information reasonably necessary for the collection of all Receivables purchased
by the Purchaser hereunder and the related Other Conveyed Property (including,
without limitation, records adequate to permit the daily identification of each
new Receivable to be purchased hereunder and all Collections of and adjustments
to each Receivable purchased hereunder).

            (2) The Seller will not change its instructions to Obligors
regarding payments


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<PAGE>

to be made by such Obligors with respect to Receivables purchased hereunder
without the prior written consent of the Purchaser and its assigns (which
consent shall not be unreasonably withheld).

            SECTION 1.18 Separate Conduct of Business. The Seller will:(i)
maintain separate corporate records and books of account from those of the
Purchaser; (ii) conduct its business from an office separate from that of the
Purchaser; (iii) ensure that all oral and written communications, including
without limitation, letters, invoices, purchase orders, contracts, statements
and applications, will be made solely in its own name; (iv) have stationery and
other business forms and a mailing address and a telephone number separate from
those of the Purchaser; (v) not hold itself out as having agreed to pay, or as
being liable for, the obligations of the Purchaser; (vi) not engage in any
transaction with the Purchaser except as contemplated by this Agreement or as
permitted by the RLSA; (vii) continuously maintain as official records the
resolutions, agreements and other instruments underlying the transactions
contemplated by this Agreement; and (viii) disclose on its annual financial
statements (A) the effects of the transactions contemplated by this Agreement in
accordance with generally accepted accounting principles and (B) that the assets
of the Purchaser are not available to pay its creditors.

            SECTION 1.19 Financial Covenant. The Seller shall at all times have
and maintain a Tangible Net Worth in an amount which, when added to the Tangible
Net Worth of EFI at such time, shall not be less than an amount equal to (i)
$25,000,000 plus (ii) seventy-five percent (75%) of the aggregate amount of
proceeds received by the Seller or EFI after the date of this Agreement in
connection with (A) each issuance of any class or classes of capital stock after
the date of this Agreement and (B) each incurrence of Debt after the date of
this Agreement, other than Debt which shall be the most senior debt of the
Seller or EFI.

            SECTION 1.20 Agreement Provisions and Certain Other Matters. (a) The
Seller shall not, on or after the date hereof, enter into either (x) a loan
agreement with a Developer providing for loans by the Seller to such Developer
secured in whole or in part by Consumer Note Receivables and which loans are
sold or to be sold to the Purchaser hereunder or (y) a purchase agreement with a
Developer providing for the sale by such Developer to the Seller of Consumer
Note Receivables which are sold or to be sold to the Purchaser hereunder unless
such loan agreement or purchase agreement, as the case maybe, provides the
following in a manner satisfactory to the Purchaser and its assigns:

            (I) in the case of a loan agreement, that (i) no consent of the
Developer party thereto or any other Person shall be required as a condition to
the effectiveness of an assignment or transfer by the Seller of all or any part
of the Seller's right, title and interest in and to a loan made thereunder or
any Other Conveyed Property related thereto and there shall be no restriction on
the ability of the Seller to assign or transfer all or any part of the Seller's
right, title and interest in and to any such loan or Other Conveyed Property,
including any restriction as to who the assignee or transferee may be, (ii) the
assignee or transferee of all or any part of the Seller's right, title and
interest in and to one or more loans made under such loan agreement shall not,
by virtue of acquiring an interest in any such loans, have any obligation or
liability to fund or make any loans under such loan agreement (the Seller
retaining such obligation and liability), (iii) the Developer shall have no
rights of setoff or other remedies against any such assignee or transferee as a
consequence of the Seller's acts or omissions under such loan agreement,
including any


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failure of the Seller to fund a loan thereunder, and (iv) the Developer shall be
directly obligated to such assignee or transferee with respect to the interests
assigned or transferred to such assignee or transferee, including the repayment
of the loans so assigned or transferred and the payment and performance of any
indemnity or reimbursement obligations related thereto or related to any Other
Conveyed Property relating thereto; and

               (II) in the case of a purchase agreement, that (i) no consent of
the Developer party thereto or any other Person shall be required as a condition
to the effectiveness of an assignment or transfer by the Seller of all or any
part of the Seller's right, title and interest in and to any Consumer Note
Receivable purchased by the Seller thereunder or any Other Conveyed Property
related thereto and there shall be no restriction on the ability of the Seller
to assign or transfer all or any part of the Seller's right, title and interest
in and to any such Consumer Note Receivable or Other Conveyed Property,
including any restriction as to who the assignee or transferee may be, (ii) the
assignee or transferee of all or any part of the Seller's right, title and
interest in and to one or more Consumer Note Receivables purchased under such
purchase agreement shall not, by virtue of acquiring an interest in any such
Consumer Note Receivable or any related Other Conveyed Property, have any
obligation or liability to purchase any Consumer Note Receivables under such
purchase agreement or any other obligation under or with respect to such
purchase agreement or any document or agreement executed in connection therewith
(the Seller retaining such obligations and liabilities), (iii) the Developer
shall have no rights of setoff or other remedies against any such assignee or
transferee as a consequence of the Seller's acts or omissions under or with
respect to such purchase agreement, including any failure of the Seller to make
a purchase thereunder and (iv) the Developer shall be directly obligated to such
assignee or transferee with respect to the interests assigned or transferred to
such assignee or transferee including the payment and performance of any
indemnity, repurchase or reimbursement obligations of the Developer related
thereto or related to any Other Conveyed Property relating thereto.

Without limiting the other rights and remedies of the Purchaser and its assigns
if this covenant is violated, any Receivable created or purchased under any loan
agreement or purchase agreement entered into on or after the date hereof which
does not comply with this clause (a) shall in no event constitute an Eligible
Receivable.

            (1) The Seller shall not assign or transfer to any Person (other
than the Purchaser) any loans by the Seller to a Developer secured in whole or
in part by Consumer Note Receivables made pursuant to the terms of a loan
agreement between the Seller and such Developer if any other loans made pursuant
to the same loan agreement have been assigned or transferred to the Purchaser.
Without limiting the rights and remedies of the Purchaser and its assigns, if
the Seller violates this covenant no Receivable created under such loan
agreement shall constitute an Eligible Receivable.

            SECTION 1.21 Amendment of Certain Documents. (a) The Seller shall
not amend, restate or otherwise modify any Applicable Underlying Loan Documents
or any Applicable Underlying Purchase Documents in a manner which materially
affects the Purchaser's or its assigns' interests in any related Applicable
Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral
without the prior written consent of the Purchaser or its assigns, which consent
may be granted or withheld in the Purchaser's or its


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<PAGE>

assigns' reasonable discretion. Copies of any such amended, restated or
otherwise modified Applicable Underlying Loan Document or Applicable Underlying
Purchase Document, as so approved by the Purchaser or its assigns, shall be
provided to the Purchaser and its assigns promptly following the effective date
thereof. SECTION 1.1

            (1) The Seller shall not make or allow to be made any amendment to
the Credit and Collection Policy without the prior written consent of the
Purchaser or its assigns (which consent shall not be unreasonably withheld);
provided that, without the prior written consent of the Purchaser or its
assigns, the Seller may make or allow to be made any inconsequential amendment
to such policy.

            SECTION 1.22 Audits. The Seller will, from time to time during
regular business hours as requested by the Purchaser or its assigns, permit the
Purchaser, or its agents, representatives or assigns, (i) to examine and make
copies of and abstracts from all books, records and documents (including,
without limitation, computer tapes and disks) in the possession or under the
control of the Seller relating to the Receivables purchased hereunder and the
Other Conveyed Property related thereto and (ii) to visit the offices and
properties of the Seller for the purpose of examining such materials described
in clause (i) above, and to discuss matters relating to Receivables purchased
hereunder and the Other Conveyed Property related thereto or the performance of
the Seller hereunder or under the Other Conveyed Property with any of the
officers or employees of the Seller having knowledge of such matters.

            SECTION 1.23 Releases. The Seller shall deliver to the Purchaser and
its assigns within thirty days after the date hereof UCC-3 releases and other
evidence satisfactory to the Purchaser and its assigns showing that the Seller's
right, title and interest in, to and under the Receivables and Other Conveyed
Property described on Schedule E annexed hereto are not subject to any Adverse
Claim (other than as contemplated hereunder or under the RLSA). In the event
that, with respect to any such Receivable or the related Other Conveyed
Property, the Seller fails to timely deliver same to the Purchaser and its
assigns, then such Receivable shall not have constituted an Eligible Receivable
hereunder on the date the Purchaser acquired an interest therein and the Seller
shall repurchase same in accordance with Section 6.1 hereof. The Seller hereby
releases any security interest or other interest it may have in any Receivables
(as defined in the RLSA) purchased by the Purchaser hereunder or under the
EFI/Borrower Receivables Purchase Agreement and any related Other Conveyed
Property (as defined in either Borrower Receivables Purchase Agreement),
including any interest in any of the foregoing to secure any loans made by it to
a Developer, and agrees to execute such UCC-3 releases and other documents as
the Purchaser or its assigns may reasonably request to evidence same.

                                   ARTICLE VI

                                   REPURCHASES

            SECTION 1.24 Repurchase of Receivables Upon Breach of Warranty. Upon
the occurrence of a Seller Repurchase Event, the Seller shall, unless such
Seller Repurchase Event shall have been cured in all material respects,
repurchase the applicable Receivable from the Purchaser within three (3)
Business Days of the discovery by, or notice from any Person to,


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<PAGE>

the Seller of such Seller Repurchase Event, and the Seller shall pay the sum of
the outstanding principal amount of such Receivable plus all accrued but unpaid
interest and fees thereon in each case as of the date of the repurchase from the
Purchaser. Notwithstanding any other provision of this Agreement or the RLSA to
the contrary, the obligation of the Seller under this Section shall not
terminate upon a termination of the Seller as Servicer under the RLSA and shall
be performed in accordance with the terms hereof notwithstanding the failure of
the Servicer or the Purchaser to perform any of their respective obligations
with respect to such Receivable under the RLSA.

            SECTION 1.25 Reassignment of Purchased Receivables. Upon deposit in
the Collection Account of the price paid to the Purchaser for any Receivable
repurchased by the Seller under Section 6.1, the Purchaser shall (and shall
request the Agent to) take such steps as may be reasonably requested by the
Seller in order to assign to the Seller all of the Purchaser's and the Agent's
right, title and interest in and to such Receivable and all security and
documents and all Other Conveyed Property conveyed to the Purchaser and the
Agent directly relating thereto, without recourse, representation or warranty,
except as to the absence of liens, charges or encumbrances created by or arising
as a result of actions of the Purchaser or the Agent. Such assignment shall be a
sale and assignment outright, and not for security. If, following the
reassignment of a Receivable, in any enforcement suit or legal proceeding, it is
held that the Seller may not enforce any such Receivable on the ground that it
shall not be a party in interest or a holder entitled to enforce the Receivable,
the Purchaser shall, at the expense of the Seller, take such steps as the
Seller, deems reasonably necessary to enforce the Receivable, including bringing
suit in the Purchaser's name.

            SECTION 1.26 Waivers. No failure or delay on the part of the
Purchaser or any assignee thereof, 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 or future
exercise thereof or the exercise of any other power, right or remedy.

                                   ARTICLE VII

                                  MISCELLANEOUS

            SECTION 1.27 Liability of the Seller. The Seller shall be liable in
accordance herewith only to the extent of the obligations in this Agreement
specifically undertaken by the Seller and its representations, warranties,
covenants and other agreements hereunder.

            SECTION 1.28 Costs, Expenses and Taxes. (a) In addition to the
rights of indemnification granted to the Purchaser pursuant to Section 4.2, the
Seller agrees to pay on demand all costs and expenses in connection with the
preparation, execution and delivery of this Agreement and the other documents
and agreements to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Purchaser with
respect thereto and with respect to advising the Purchaser as to its rights and
remedies under this Agreement, and the Seller agrees to pay all costs and
expenses, if any (including reasonable counsel fees and expenses), in connection
with the enforcement of this Agreement and the other


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<PAGE>

documents to be delivered hereunder excluding, however, any costs of enforcement
or collection of Receivables purchased by the Purchaser hereunder.

            (1) In addition, the Seller agrees to pay any and all stamp and
other taxes and fees payable in connection with the execution, delivery, filing
and recording of this Agreement or the other documents or agreements to be
delivered hereunder, and the Seller agrees to save the Purchaser and its assigns
and transferees harmless from and against any liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes and fees.

            SECTION 1.29 Limitation on Liability of the Seller and Others. The
Seller and any manager, employee or agent of the Seller may rely in good faith
on the advice of counsel respecting any matters arising under this Agreement.
The Seller shall not be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its obligations under this Agreement,
the RLSA or the other Transaction Documents to which it is a party.

            SECTION 1.30 Amendment, Etc. No amendment or waiver of any provision
of this Agreement or consent to any departure by the Seller therefrom shall be
effective unless in a writing signed by the Purchaser and the Agent and, in the
case of any amendment, also by the Seller, and then such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of the Purchaser to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. In the event that the Seller requests in writing the consent or approval
of the Purchaser or its assigns in connection with (a) any matter with respect
to which such consent or approval is required pursuant to this Agreement or (b)
the waiver of any term or condition of this Agreement with respect to any
requirement or condition of Purchase hereunder, and the Seller does not receive
a written consent or approval or a written denial thereof within ten (10)
Business Days after the later of (i) the Purchaser's or its assign's, as
applicable, receipt of such request and (ii) the receipt by the Purchaser or its
assigns, as applicable, of all information, documents and other materials
reasonably requested by the Purchaser or its assigns, as applicable, with
respect to such request, then the Purchaser or its assigns, as applicable, will
be deemed to have consented to or approved the subject matter of such request;
provided that, so long as the Agent for the benefit of the Lender is an assignee
of the Purchaser's rights hereunder, all requests under this sentence shall be
given concurrently to the Purchaser and the Agent and any consent, approval or
denial by the Purchaser of any such request shall additionally require the
written approval of the Agent. (which approval shall be given or denied or
deemed given in accordance with the procedures set forth in this sentence).

            SECTION 1.31 Notices. All demands, notices and communications to the
Seller or the Purchaser hereunder shall be in writing, personally delivered, or
sent by telecopier (subsequently confirmed in writing), reputable overnight
courier or mailed by certified mail, return receipt requested, and shall be
delivered (a) in the case of the Seller at the following address: Two Clinton
Square, Syracuse, New York 13202, Attention: Thomas J. Hamel, Facsimile No.:
(315) 422-9477 or such other address as shall be designated by the Seller in a
written notice delivered to the Purchaser and (b) in the case of the Purchaser
at the following address: Two Clinton Square, Syracuse, New York 13202,
Attention: Lisa Henson, Facsimile


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<PAGE>

No.: (315) 422-9477 or such other address as shall be designated by the
Purchaser in a written notice delivered to the Seller. All such demands, notices
and communications shall be effective, upon receipt, or in the case of (i)
notice by mail, five days after being deposited in the United States mails,
first class postage prepaid, (ii) notice by telex, when telexed against receipt
of answerback, or (iii) notice by facsimile copy, when verbal communication of
receipt is obtained, except that notices and communications pursuant to Article
II shall not be effective until received.

            SECTION 1.32 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement, the RLSA and the other Transaction Documents
set forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement, the RLSA and the other Transaction Documents. This Agreement may not
be modified, amended, waived or supplemented except as provided herein.

            SECTION 1.33 Severability of Provisions. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.

            SECTION 1.34 Intention of the Parties. The execution and delivery of
this Agreement shall constitute an acknowledgment by the Seller and the
Purchaser that they intend that each assignment and transfer herein contemplated
constitutes a sale and assignment outright, and not for security, of the
Receivables and the Other Conveyed Property related thereto conveying good title
thereto free and clear of any liens, from the Seller to the Purchaser, and that
the Receivables and the Other Conveyed Property related thereto shall not be a
part of the Seller's estate in the event of the bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, or the occurrence of another similar
event, of, or with respect to, the Seller. In the event that any or all such
assignments and transfers are determined to be made as security for a loan made
by the Purchaser to the Seller (or are otherwise determined not to be sales and
assignments outright), the parties intend that the Seller shall have granted to
the Purchaser a security interest in all right, title and interest in and to the
Receivables and the Other Conveyed Property conveyed pursuant to Section 2.1,
and that this Agreement shall constitute a security agreement under applicable
law.

            SECTION 1.35 Governing Law. THIS AGREEMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS
OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.

            SECTION 1.36 Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of


                                       75
<PAGE>

which counterparts shall constitute but one and the same instrument. Delivery
of an executed counterpart of a signature page to this Agreement by facsimile
shall be effective as delivery of a manually executed counterpart of this
Agreement.

            SECTION 1.37 Nonpetition Covenant. Until one year and one day after
the latest maturing commercial paper issued by a Lender that is an Issuer under
the RLSA shall be paid in full, neither the Seller nor the Purchaser shall
petition or otherwise invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against such Lender (or, in
the case of the Seller, against the Purchaser) under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of such
Lender (or the Purchaser) or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of such Lender (or the Purchaser).

            SECTION 1.38 Binding Effect; Assignability.

            (1) This Agreement shall be binding upon and inure to the benefit of
the Seller, the Purchaser and their respective successors and assigns; provided,
however, that the Seller may not assign its rights or obligations hereunder or
any interest herein without the prior written consent of the Purchaser and any
assignee thereof. The Purchaser may assign all of its rights hereunder to an
assignee, and such assignee shall have all rights of the Purchaser under this
Agreement (as if such assignee were the Purchaser hereunder).

            (2) This Agreement shall create and constitute the continuing
obligation of the parties hereto in accordance with its terms, and shall remain
in full force and effect until such time, after the Collection Date, when all of
the Receivables are collected in full; provided, however, that rights and
remedies with respect to any breach of any representation and warranty made by
the Seller pursuant to Article IV hereof and the provisions of Section 4.2,
Article V and Section 7.11 shall be continuing and shall survive any termination
of this Agreement.

            SECTION 1.39 Third Party Beneficiary. Each of the parties hereto
hereby acknowledges that the Purchaser intends to assign all of its rights under
this Agreement to the Agent for the benefit of the Lender and the Seller hereby
consents to such assignment. The Agent and the Lender shall be third party
beneficiaries of, and shall be entitled to enforce the Purchaser's rights and
remedies under, this Agreement to the same extent as if they were parties
hereto.


                                       76
<PAGE>

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

                                        RESORT FUNDING, INC., as Seller


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

                                        EFI FUNDING COMPANY, INC., as Purchaser


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

                     [Signature Page to Purchase Agreement]

<PAGE>

                                                                       EXHIBIT A

                               FORM OF ASSIGNMENT

      ASSIGNMENT, dated as of ___________ __, 200_, between Resort Funding, Inc.
(the "Seller") and EFI Funding Company, Inc. ("Purchaser").

            1.    We refer to the Purchase Agreement (the "Purchase Agreement")
                  dated as of January 31, 2000 between the Seller and the
                  Purchaser. All provisions of the Purchase Agreement are
                  incorporated herein by reference. All capitalized terms used
                  herein and not defined herein shall have the meanings set
                  forth in the Purchase Agreement.

            2.    The Seller does hereby sell, transfer, assign, and otherwise
                  convey, to the Purchaser, without recourse (except to the
                  extent specifically provided in the Purchase Agreement), and
                  the Purchaser hereby purchases, all right, title and interest
                  of Seller in and to the sold Receivables identified as such on
                  Annex A hereto and the Other Conveyed Property related thereto
                  (including, without limitation, with respect to a sold
                  Developer Note Receivable, the Seller's security interest in
                  each Consumer Note Receivable related to such sold Developer
                  Note Receivable) pursuant to the Purchase Agreement.

            3.    The Seller does hereby represent and warrant that the sold
                  Receivables identified in Annex A hereto are Eligible
                  Receivables [and, if any such sold Receivables include
                  Developer Note Receivables, all Pledged Consumer Note
                  Receivables securing same identified in Annex A hereto are
                  Eligible Pledged Consumer Note Receivables or Eligible Pledged
                  Presale Consumer Note Receivables].

            4.    The Seller does hereby remake the representations and
                  warranties set forth in Section 4.1 of the Purchase Agreement
                  with full force and effect as if the same were fully set forth
                  herein.

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

                                        RESORT FUNDING, INC., as Seller

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


                                    Exh. A-1
<PAGE>

                                        EFI FUNDING COMPANY, INC., as Purchaser

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


                                    Exh. A-2
<PAGE>

                                     ANNEX A
                                 (TO ASSIGNMENT)


                                    Exh. A-3
<PAGE>

                                                                       EXHIBIT B

                                     FORM OF
                          DEFERRED PURCHASE PRICE NOTE

                                                              New York, New York
                                                          As of January 31, 2000

            FOR VALUE RECEIVED, EFI FUNDING COMPANY, INC., a Delaware
corporation (the "Purchaser"), hereby promises to pay to Resort Funding, Inc.
(the "Seller") the principal amount of this Note, determined as described below,
together with interest thereon at a rate per annum equal at all times to the
Base Rate (as defined in the RLSA) in effect on the last Business Day of the
then most recently ended calendar month, in each case in lawful money of the
United States of America. Capitalized terms used herein but not defined herein
shall have the meanings assigned to such terms in the Purchase Agreement, dated
as of January 31, 2000, between the Seller and the Purchaser (such agreement, as
it may from time to time be amended, restated or otherwise modified in
accordance with its terms, the "Purchase Agreement"). This Note is the note
referred to in the definition of "Deferred Purchase Price" in the Purchase
Agreement.

            The aggregate principal amount of this Note at any time shall be
equal to the difference between (a) the sum of the aggregate principal amount of
this Note on the date of the issuance hereof and each addition to the principal
amount of this Note pursuant to the terms of Section 2.1 of the Purchase
Agreement minus (b) the aggregate amount of all payments made in respect of the
principal amount of this Note, in each case, as recorded on the schedule annexed
to and constituting a part of this Note, but failure to so record shall not
affect the obligations of the Purchaser to the Seller.

            The entire principal amount of this Note shall be due and payable on
the date one year after the Facility Maturity Date or such later date as may be
agreed in writing by the Seller and the Purchaser. Subject to the subordination
terms hereof, the principal amount of this Note may, at the option of the
Purchaser, be prepaid in whole at any time or in part from time to time.
Interest on this Note shall be paid in arrears on each Remittance Date, at
maturity and thereafter on demand. All payments hereunder shall be made by wire
transfer of immediately available funds to such account of the Seller as the
Seller may designate in writing.

            Notwithstanding any other provisions contained in this Note, in no
event shall the rate of interest payable by the Purchaser under this Note exceed
the highest rate of interest permissible under applicable law.

            The obligations of the Purchaser under this Note are subordinated in
right of payment, to the extent set forth in Section 2.2(b) of the Purchase
Agreement, to the prior payment in full of all Loans, Yield, Fees and other
obligations of the Purchaser under the RLSA.

               Notwithstanding any provision to the contrary in this Note or
elsewhere, other than with respect to payments specifically permitted by Section
2.2(b) of the Purchase


                                    Exh. B-1
<PAGE>

Agreement, no demand for any payment may be made hereunder, no payment shall be
due with respect hereto and the Seller shall have no claim for any payment
hereunder prior to the occurrence of the date one year after the Facility
Maturity Date and then only on the date, if ever, when all Loans, Yield, Fees
and other obligations owing under the RLSA shall have been paid in full and all
commitments of the Lender to provide any financial accommodations under the RLSA
shall have been terminated.

            In the event that, notwithstanding the foregoing provision limiting
such payment, the Seller shall receive any payment or distribution on this Note
which is not specifically permitted by Section 2.2(b) of the Purchase Agreement,
such payment shall be received and held in trust by the Seller for the benefit
of the entities to whom the obligations are owed under the RLSA and shall be
promptly paid over to such entities.

            The Purchaser hereby waives diligence, presentment, demand, protest
and notice of any kind whatsoever.

            Neither this Note, nor any right of the Seller to receive payments
hereunder, shall, without the prior written consent of the Purchaser and (so
long as the RLSA remains in effect or any amounts remain outstanding thereunder)
the Agent under the RLSA, be assigned, transferred, exchanged, pledged,
hypothecated, participated or otherwise conveyed.

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

                                        EFI FUNDING COMPANY, INC.

                                        By:
                                           -------------------------------------
                                           Title:


                                    Exh. B-2
<PAGE>

                    SCHEDULE TO DEFERRED PURCHASE PRICE NOTE

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                                Amount of           Unpaid
         Addition to            Principal Paid or   Principal
Date     Principal Amount       Prepaid             Balance     Notation Made By
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                                    Sch. B-1
<PAGE>

                                                                     EXHIBIT C-1

                            FORMS OF CONSUMER ALLONGE


                                   Exh. C-1-1
<PAGE>

                                                                     EXHIBIT C-2

                           FORMS OF DEVELOPER ALLONGE


                                   Exh. C-2-1
<PAGE>

                                                                      SCHEDULE A

                             SCHEDULE OF RECEIVABLES

    [To include description of Receivables and collateral security therefor]


                                    Sch. A-1
<PAGE>

                                                                      SCHEDULE B

                                    ADDRESSES

Two Clinton Square
Syracuse, New York 13202


                                    Sch. B-1
<PAGE>

                                                                      SCHEDULE C

                      PRIOR NAMES AND TRADE NAMES OF SELLER

                                        Resort Funding
                                        RFI
                                        The Processing Center
                                        Bennett Funding International, Ltd.


                                    Sch. C-1
<PAGE>

                                                                      SCHEDULE D

                               ELIGIBLE DEVELOPERS


                                    Sch. D-1
<PAGE>

                                                                      SCHEDULE E

                         RECEIVABLES AND OTHER CONVEYED
                      PROPERTY NEEDING EVIDENCE OF RELEASES


                                    Sch. E-1