EXHIBIT 10.1

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT
among

TRENDWEST RESORTS, INC.

("Trendwest")

and

TW HOLDINGS II, INC.
("TWH II")

and

TW HOLDINGS III, INC.
("TWH III")

and

TRI FUNDING IV, INC.
(the "Issuer")

Dated as of November 1, 2000

TABLE OF CONTENTS

SECTION                                                             HEADING                                      PAGE
                                                                                                                 ----

ARTICLE 1                    DEFINITIONS...........................................................................2

         Section 1.01.       Defined Terms.........................................................................2

ARTICLE 2                    ACQUISITION OF ASSETS.................................................................4

         Section 2.01.       [Reserved.]...........................................................................4
         Section 2.02.       Initial Acquisition...................................................................4
         Section 2.03.       Delivery of Contracts; Filing of Financing Statements.................................4
         Section 2.04.       Servicing of Contracts and Related Security...........................................5
         Section 2.05.       Review of Contracts...................................................................5

ARTICLE 3                    REPRESENTATIONS AND WARRANTEES........................................................5

         Section 3.01.       Representations and Warranties of the Sellers.........................................5
         Section 3.02.       Representations and Warranties the Issuer............................................15
         Section 3.03.       Purchase or Substitution Required upon Breach of Certain
                               Representations and Warranties.....................................................16
         Section 3.04.       Requirements for Purchase or Substitution of Contracts; Upgrades.....................17

ARTICLE 4                    SELLER COVENANTS.....................................................................19

         Section 4.01.       Seller Covenants.....................................................................19
         Section 4.02.       Issuer Covenants.....................................................................22
         Section 4.03.       Assignment of Assets.................................................................23

ARTICLE 5                    CONDITIONS PRECEDENT.................................................................23

         Section 5.01.       Conditions to Issuer's Initial Obligations...........................................23
         Section 5.02.       Conditions to the Sellers' Obligations...............................................24

ARTICLE 6                    TERM AND TERMINATION.................................................................25

         Section 6.01.       Term.................................................................................25
         Section 6.02.       Default by Sellers...................................................................25

ARTICLE 7                    MISCELLANEOUS........................................................................25

         Section 7.01.       Amendments...........................................................................25
         Section 7.02.       Governing Law........................................................................25
         Section 7.03.       Notices..............................................................................25
         Section 7.04.       Separability Clause..................................................................26
         Section 7.05.       Assignment...........................................................................26
         Section 7.06.       Further Assurances...................................................................26
         Section 7.07.       No Waivers; Cumulative Remedies......................................................26

         Section 7.08.       Binding Effect; Third Party Beneficiaries............................................26
         Section 7.09.       Set-Off..............................................................................26
         Section 7.10.       Sellers Will Not Institute Insolvency Proceedings....................................27
         Section 7.11.       Counterparts.........................................................................28

Signature Page....................................................................................................28

ANNEX A         --      FORM OF SUPPLEMENT FOR SUBSTITUTE CONTRACTS AND UPGRADE
                        CONTRACTS
EXHIBIT A       --      FORMS OF CONTRACT
EXHIBIT B       --      FORM OF ASSET ASSIGNMENT
EXHIBIT C       --      FORM OF SUBORDINATED NOTE

SCHEDULE 1      --      Contracts not Originated by Trendwest

THIS RECEIVABLES PURCHASE AGREEMENT, dated as of November 1, 2000 (this "Agreement"), by and among Trendwest Resorts, Inc., an Oregon corporation (herein, together with its permitted successors and assigns, "Trendwest"), TW Holdings II, Inc., a Delaware corporation (herein, together with its permitted successors and assigns, "TWH II"), and TW Holdings III, Inc., a Delaware corporation (herein, together with its permitted successors and assigns, "TWH III"), and TRI Funding IV, Inc., a Delaware corporation (herein, together with its permitted successors and assigns, the "Issuer").

PRELIMINARY STATEMENT

The Issuer has entered into an Indenture, dated as of November 1, 2000 (as amended and supplemented from time to time, the "Indenture"), with Wells Fargo Bank Minnesota, National Association, as trustee (herein, together with its permitted successors and assigns, the "Trustee"), and Trendwest, as servicer (herein, together with its permitted successors and assigns, the "Servicer"), pursuant to which the Issuer intends to issue its notes, as provided in the Indenture (the "Notes"), limited as to principal amount.

In furtherance thereof, Trendwest, TWH II and TWH III (collectively, the "Sellers") and the Issuer have entered into this Agreement to provide for, among other things, the acquisition and purchase by the Issuer of all of the right, title and interest in and to certain Assets. The Issuer will be pledging and granting to the Trustee a security interest in the Issuer's interest in the Assets, as security for the Notes. As a precondition to the effectiveness of this Agreement, the Issuer, the Trustee and the Servicer will enter into the Servicing Agreement, dated as of November 1, 2000 (as amended and supplemented from time to time, the "Servicing Agreement"), to provide for the administration and servicing of the Assets. In connection with the issuance of the Notes and pursuant to this Agreement, the Sellers on the Closing Date will sell the Assets to the Issuer. Such sales shall be effected on the Closing Date by this Agreement and an Asset Assignment (as defined herein) among Trendwest, TWH II, TWH III and the Issuer, and the list of Contracts so conveyed shall be listed on Schedule I to the Asset Assignment.

In order to further secure the Notes, the Issuer simultaneously will grant to the Trustee pursuant to the Indenture, a security interest in, among other things, the Issuer's rights derived under this Agreement, and the Sellers agree that all representations, warranties, covenants and agreements made by them in this Agreement with respect to the Assets shall also be for the benefit and security of the Trustee and all holders from time to time of the Notes. In consideration for the Assets and their representations, warranties, covenants and other agreements under this Agreement, on the Closing Date, TWH II and TWH III will receive cash, and Trendwest will receive from the Issuer cash, a Subordinated Note (as defined herein) and all of the common stock of the Issuer.

ARTICLE 1

DEFINITIONS

Section 1.01. Defined Terms. For purposes of this Agreement the following terms shall have the meanings specified herein. Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Indenture.

"Acquisition Consideration" shall mean, with respect to any Contracts and the related Receivables, the cash which shall be paid by the Issuer to the Sellers on the Closing Date, and, with respect to Trendwest, all of the stock of the Issuer, the Subordinated Note and cash.

"Asset Assignment" shall mean the Asset Assignment, substantially in the form attached hereto as Exhibit B, which shall be entered into in connection with the conveyance of Assets from the Sellers to the Issuer on the Closing Date.

"Assets" shall mean all of the Sellers' right, title and interest in and to (a) the Contracts and the related Receivables, including the proceeds of the Contracts and the related Receivables and all payments received on or with respect to the Contracts and the related Receivables and due after the applicable Cut-Off Date, (b) the Contract Files and the Custodian Files, (c) the Sellers' rights and interests in the Related Security, (d) the Servicing Charges with respect to the Contracts and (e) all income and proceeds of the foregoing or relating thereto.

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

"Contract File" shall mean, with respect to each Contract and Mortgage Loans, the following documents:

(i) a copy of the Loan Documents, as applicable;

(ii) notice of assignment; and

(iii) any other documents or papers relating to servicing the Receivables.

"Custodian" shall mean Wells Fargo Bank Minnesota, National Association and its permitted successors and assigns.

"Custodian File" shall mean, with respect to each Contract and Mortgage Loan, the following documents:

(i) the originally executed Loan Documents, as applicable;

(ii) notice of assignment; and

(iii) if the Contract relates to a Fractional Interest, (a) the originally executed related Mortgage, (b) the originally executed related Mortgage Note, (c) Title Policy, and (d) originally executed Assignments of the Mortgage, executed in blank, assigning the related Mortgage from the Seller to the Issuer and from the Issuer to the Trustee.

"Cut-Off Date" shall have the meaning set forth in the Indenture.

"Electronic Ledgers" shall mean the electronic master records of all contracts of the Sellers or the Issuer similar to and including the Contracts.

"Eligible Contract" shall mean a Contract that satisfies the representations and warranties set forth in Section 3.01(a) hereof.

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

"Indebtedness" of a Person means such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations, and (viii) liabilities in respect of unfunded vested benefits under plans covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended.

"Indenture" shall mean the Indenture, dated as of November 1, 2000, by and among the Issuer, the Trustee and the Servicer, as amended and supplemented from time to time.

"Issuer Address" shall mean 9805 Willows Road, Redmond, Washington 98052.

"Loan Document" shall mean (i) with respect to Receivables relating to Vacation Credits, the related Contract, and (ii) with respect to Receivables relating to Fractional Interests, each of the related Contract, the related Mortgage and the related Mortgage Note.

"Permitted Encumbrances" means with respect to a Mortgage the following liens and encumbrances against a Fractional Interest: (i) the interest therein of the Obligor, (ii) the lien of unbilled and unpaid assessments payable to the applicable condominium association, (iii) the lien of unpaid real property taxes and assessments which are not yet delinquent, (iv) covenants, conditions and restrictions, rights of way, easements and other matters of public record, such exception

appearing of record being matters to which properties of the same type as such Fractional Interest are commonly subject and which do not materially interfere with the benefits of the security intended to be provided by such Mortgage or being matters specifically disclosed in the applicable land sales registrations filed with the applicable regulatory agencies, and (v) other matters to which timeshare interests are commonly subject and which do not materially interfere with the benefits of the security intended to be provided by such Mortgage.

"Seller Address" shall mean (i) with respect to Trendwest, shall mean 9805 Willows Road, Redmond, Washington 98052, (ii) with respect to TWH II shall mean 9805 Willows Road, Redmond, WA 98052, and (iii) with respect to TWH III shall mean 9805 Willows Road, Redmond, Washington 98052.

"Substitute Contract" shall have the meaning set forth in Section 3.04(b) hereof.

"Substitute Receivable" shall mean the Receivable related to a Substitute Contract.

"Substitution Criterion" shall have the meaning set forth in Section 3.04(b) hereof.

ARTICLE 2

ACQUISITION OF ASSETS

Section 2.01. [Reserved.]

Section 2.02. Initial Acquisition. In return for the Acquisition Consideration with respect to the Assets transferred on the Closing Date and other rights created by this Agreement, each of Trendwest, TWH II and TWH III hereby transfers, assigns, sells and grants to the Issuer, without recourse except as provided in Section 3.03 of this Agreement, on the Closing Date any and all of such Seller's respective right, title and interest in and to all of such Assets relating to the Contracts set forth on Schedule I to the Asset Assignment. Each of the Sellers hereby acknowledges that its transfer of such Assets to the Issuer is absolute and irrevocable, without reservation or retention of any interest whatsoever by such Seller (except as set forth in
Section 3.03 hereof).

Section 2.03. Delivery of Contracts; Filing of Financing Statements. (a) In connection with the Issuer's acquisition of the Assets, Trendwest, on behalf of the Sellers and the Issuer, shall deliver, or cause the delivery of, the original Loan Documents and Assignments of Mortgage to the Custodian so that the Custodian may retain possession, as agent of the Trustee thereof as provided in the Transaction Documents. In addition, the Sellers agree to execute, and Trendwest agrees to record and file prior to the Closing Date at its own expense, financing statements (and thereafter timely continuation statements with respect to such financing statements) with respect to the Assets transferred on such date, in accordance with Section 3.01(a)(viii) and Section 4.01(c) hereof.

(b) In connection with such acquisition, each of the Sellers shall promptly, at its own expense, cause any Electronic Ledger maintained by it to be marked to show which Assets have been acquired by the Issuer in accordance with this Agreement and transferred to the Issuer and pledged by the Issuer to the Trustee in accordance with the Transaction Documents.

(c) It is the intention of the Sellers and the Issuer that the Issuer is acquiring full and absolute title to the Assets. If it is determined, however, that the Sellers have transferred to the Issuer a security interest in the Assets, then this Agreement shall constitute a security agreement under applicable law, and each of the Sellers shall be deemed to have granted to the Issuer, as of the date hereof, a first priority perfected security interest in such Seller's right, title and interest in the Assets.

Section 2.04. Servicing of Contracts and Related Security. The Servicer shall service the Contracts and the other Assets for the benefit of the Issuer (and its successors and assigns) in accordance with the terms and conditions of the Transaction Documents. Notwithstanding the foregoing, Trendwest acknowledges and agrees that its obligations under this Agreement are independent of any obligations it may have as Servicer and that its obligations under this Agreement will continue in full force and effect, whether or not it is acting as Servicer, until termination of this Agreement in accordance with Section 6.01 hereof, unless otherwise provided herein.

Section 2.05. Review of Contracts. If any of the Sellers or the Custodian (who shall thereupon notify the Issuer, Trendwest and the Trustee) discovers that any Loan Document, Contract File or Custodian File is missing or defective (that is, mutilated, damaged, defaced, incomplete, improperly dated, forged or otherwise physically altered) in any material respect, Trendwest shall correct or cure such omission, defect or other irregularity within 30 days from the date Trendwest discovered such omission or defect, or from the date Trendwest is notified by the Custodian or another Seller of such omission or defect. In the event Trendwest is unable to correct or cure such omission, defect or irregularity within the 30-day period described in the preceding sentence, Trendwest shall purchase or replace such Contract from the Issuer in accordance with Section 3.03 hereof.

ARTICLE 3

REPRESENTATIONS AND WARRANTEES

Section 3.01. Representations and Warranties of the Sellers. Each of Trendwest, with respect to all of the Contracts and related Receivables and information with respect to WorldMark, TWH II, with respect to the Contracts and related Receivables transferred by TWH II, and TWH III, with respect to the Contracts and related receivables transferred by TWH III, hereby and by the Asset Assignment, hereby makes the following representations and warranties to the Issuer and for the benefit of the Issuer, the Trustee and Holders of Notes, on which the Issuer relies in acquiring the Assets and on which the Holders rely in purchasing such Notes. Such representations and warranties shall survive any subsequent transfer, assignment,

contribution or conveyance of the Contracts and related Receivables and interest in the related Vacation Credits and any issuance of Notes.

(a) As to each Contract, as of the Closing Date:

(i) The information set forth in the Contract Schedule is true and correct as of the Cut-Off Date.

(ii) The rights with respect to each Loan Document are assignable by the lender thereunder and its successors and assigns without the consent of any Person.

(iii) The applicable Seller has heretofore provided to the Custodian the sole original counterpart of the applicable Loan Documents, together with any and all amendments, waivers and modifications thereto, except for any original executed counterparts which have been marked to show that they have been pledged by the Issuer to the Trustee under the Indenture, and the terms of such Loan Documents have not been further amended, waived or modified subsequent to the above being provided to the Custodian.

(iv) The Electronic Ledgers have been marked as provided in Section 2.03(b) hereof.

(v) The Contract was not originated in, nor is it subject to the laws of, any jurisdiction, the laws of which would make unlawful the sale, transfer or assignment of such document under any of the Transaction Documents, including any repurchase in accordance with the Transaction Documents.

(vi) Each related Loan Document is in full force and effect in accordance with its respective terms, and none of the Sellers or any Obligor has or will have suspended or reduced any payments or obligations due or to become due thereunder by reason of a default by the other party to such Loan Document; as of the applicable Cut-Off Date, no Scheduled Payment with respect to such Loan Document has not been received and remains unpaid for a period of 30 or more days (without regard to advances, if any, made by the Servicer), and there are no proceedings pending, or to the best of the knowledge of any Seller, threatened asserting insolvency of such Obligor; there has been no other default, breach or violation of such Loan Document; there are no proceedings pending, or to the best of the knowledge of any Seller, threatened, wherein such Obligor or any governmental agency has alleged that such Loan Document is illegal or unenforceable; and none of the related Scheduled Payments are subject to any set-off or credit of any kind.

(vii) Each related Loan Document is the valid, binding and legally enforceable obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency,

reorganization and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of law or equity.

(viii) All actions, filings (including UCC filings) and recordings as are required by the Indenture and that may be necessary to perfect, with respect to the Trust Estate, a first priority security interest of the Issuer and the Trustee in, and the sale by the applicable Seller to the Issuer of, the Loan Documents and the related Receivables, being acquired and the transfer of the security interest in the Related Security hereunder have been accomplished and are in full force and effect.

(ix) The Contract is identical to one of the form contracts attached as Exhibit A hereto, except for either (i) such immaterial modifications or deviations from the form contract which appear in such Contract, which immaterial modifications or deviations will not have a material adverse effect on the Holders of the Notes or (ii) such modifications or deviations as set forth on Schedule I to the Asset Assignment related to such Contract.

(x) Except for the Contracts originated listed on Schedule 1 hereto, the Contract was originated by Trendwest in Trendwest's ordinary course of business and meets Trendwest's qualifications for originating vacation credit installment contracts. The origination and collection practices used by Trendwest and the applicable Seller with respect to such Contract have been in all respects legal, proper, prudent and customary in the vacation credit financing and servicing business.

(xi) The related Receivable is owing under a Contract that has a term to the last Scheduled Payment Date of (a) not more than 84 months if the Contract relates to Vacation Credits and not more than 120 months if the Contract relates to Fractional Interests and (b) not less than one month.

(xii) The Contract obligates the related Obligor to make all Scheduled Payments thereunder in full notwithstanding the collection by Trendwest of a security deposit with respect thereto. The calculation of the Collateral Value of the related Receivable does not include any security deposits or similar payments collected by or on behalf of Trendwest which are applied to Scheduled Payments.

(xiii) All requirements of applicable federal, State and local laws, and regulations thereunder, including, without limitation, usury laws, if any, in respect of the Contract have been complied with in all material respects, and such Contract complied in all material respects at the time it was originated or made and now complies in all material respects with all legal requirements of the jurisdiction in which it was originated.

(xiv) Each of the Contract and the related Mortgage Note, if any, is not and will not be subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, whether arising out of transactions concerning such Contract or Mortgage Note or otherwise, and the operation of any of the terms of such Contract or Mortgage Note or the exercise by the applicable Seller or the Obligor of any right under such Contract or Mortgage Note will not render such Contract or Mortgage Note unenforceable in whole or in part, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, except that certain rights or defenses may exist under applicable law which, individually or in the aggregate, do not make the remedies available to the Seller with respect to such Contract or Mortgage Note inadequate for the practical realization of the benefits provided thereby.

(xv) Each of the Sellers has duly fulfilled all obligations on the lender's part to be fulfilled under or in connection with the related Loan Documents, including, without limitation, giving any notices or consents necessary to effect the acquisition of the Assets by the Issuer and has done nothing to impair the rights of the Issuer in such Loan Documents or payments with respect thereto.

(xvi) The related Loan Documents, the related Receivable and the related Seller's interest in the Related Security have not been sold, transferred, assigned or pledged by such Seller to any Person other than the Issuer (except for such interests in the Assets which shall be terminated on or prior to the Closing Date), and upon execution and delivery hereof and of the Asset Assignment by the related Seller and the payment by the Issuer of the related Acquisition Consideration, the Issuer will have all of the right, title and interest in and to such Seller's interest in the Assets, free and clear of all liens and encumbrances, except for the interests of the Obligor pursuant to the related Loan Documents.

(xvii) The Seller has no specific knowledge that the related Loan Documents will not be fully performed in accordance with their terms.

(xviii) The Obligor has made payments at least equal to two Scheduled Payments (which payments may be advance payments under such Contract) due under the related Loan Documents within the time set forth in such Loan Documents.

(xix) The related Obligor is a resident of the United States of America or Canada (other than the Province of Quebec), and the related Scheduled Payments are payable in U.S. dollars.

(xx) The related Scheduled Payments were established at the time such Contract was originated.

(xxi) There are no unpaid brokerage or other fees owed to third parties relating to the origination of the Contract.

(xxii) The Contract cannot be rescinded pursuant to applicable consumer finance laws.

(xxiii) The contract was originated in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to the origination of the Contract (including, without limitation, 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 any other federal, state and local laws relating to interest, usury, consumer credit, equal credit opportunity, fair credit reporting, privacy, consumer protection, false or deceptive trade practices and disclosure, the Mail Fraud statute and any timeshare disclosure), non-compliance with which could have a material adverse effect on the enforceability or value of the Contract.

(xxiv) All Scheduled Payments are due and payable on a monthly basis, and such Scheduled Payments are level payments throughout the terms of the Contract.

(xxv) With respect to a Contract relating to Fractional Interests:

(A) The related Fractional Interest mortgaged by the related Obligor constitutes a fee simple interest in real property and improvements at the applicable Resort. The related Mortgage has been duly filed and recorded with all appropriate governmental authorities in all jurisdictions in which such Mortgage is required to be filed and recorded to create a legal, valid, binding and enforceable first Lien on the related Fractional Interest, and such Mortgage creates a legal, valid and binding first Lien on the related Fractional Interest, enforceable in accordance with its terms, subject only to Permitted Encumbrances. The Assignments of Mortgage of such related Mortgage from the Seller to the Issuer and each related endorsement of the related Mortgage Note constitutes a duly executed, legal, valid, binding and enforceable sale, assignment or endorsement, as the case may be, of such related Mortgage and related Mortgage Note, and all monies due or to become due thereunder, and all proceeds thereof. The Seller has executed and delivered or within five Business Days of the Closing Date will have executed and delivered each Assignment of Mortgage from the Seller to the Issuer of such related Mortgage, endorsed such related Mortgage Note, and delivered it to the Issuer or, at the Issuer's instruction, the Custodian as required by Section 2.03 hereof.

(B) The related Mortgage contains customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the related Fractional Interest of the benefits of the security interests intended to be provided thereby.

(C) The related Mortgage Loan is or will be within sixty (60) days of the Cut-Off Date covered by a title policy issued by a title insurer qualified to do business in the jurisdiction where the related Fractional Interest is located in a form generally acceptable to prudent originators of similar mortgage loans, insuring Trendwest and its successors and assigns, as to the first priority mortgage Lien of the related Mortgage in an amount equal to the original principal balance of such Mortgage Loan. Upon issuance of the title policy, such title policy is or will be in full force and effect and is enforceable by the Servicer without the consent of or any notification to the insurer except as set forth in the form of policy. No claims have been made under such title policy, and no prior holder of such Mortgage Loan has done or omitted to do anything which would impair the coverage of such title policy. Full premiums for such title policy, endorsements or all special endorsements have been paid.

(D) The Seller has not taken (or omitted to take), and has no knowledge that the related Obligor has taken (or omitted to take), any action that would impair in any material respect or invalidate the coverage provided by any hazard insurance, title policy or any other insurance policy relating to the related Mortgage Loan or the related Fractional Interest.

(E) All applicable intangible taxes and documentary stamp taxes were paid as to the related Mortgage Note and the related Mortgage.

(F) The proceeds of the related Mortgage Loan have been fully disbursed, there is no obligation to make future advances or to lend additional funds under the mortgagee's commitment or the documents and instruments evidencing or securing such Mortgage Loan and no such advances or loans have been made since the origination of such Mortgage Loan.

(G) Neither the related Mortgagor nor any other Person has the right, by statute, contract or otherwise, to seek the partition of the related Fractional Interest.

(H) The related Mortgage Note conveyed hereunder has been endorsed and assigned in a manner that satisfies all requirements of endorsement and assignment, in order to transfer all right, title and interest of the applicable Seller in such Mortgage Note to the Issuer.

(xxvi) The related Loan Documents have not been satisfied, subordinated or rescinded.

(xxvii) The related Obligor has paid, in the aggregate, an amount not less than 10% of the original purchase price of the Vacation Credits or Fractional Interest, as applicable.

(b) As to the aggregate pool of Contracts and Mortgage Loans supporting the Notes as of the Closing Date, no Seller used any selection procedures that identified the Contracts and Mortgage Loans as being less desirable or valuable than other comparable vacation credit installment contracts owned by such Seller.

(c) As to each Seller and WorldMark (to the extent specific reference to WorldMark is made) as of the Closing Date:

(i) Such Seller has been duly organized and is validly existing and in good standing as a corporation under the laws of the State in which such Seller was organized with corporate power and authority to own its properties and to transact the business in which it is now engaged, and such Seller is duly qualified to do business in and is in good standing under the laws of each State in which its business is located or is not required under applicable law to effect such qualification, except where failure to so qualify would not have a material adverse effect on the ability of such Seller to perform its obligations under the Transaction Documents or on any of the Loan Documents, the Receivables or the Related Security or on the ability of such Seller, the Issuer or the Trustee to realize upon or enforce the same.

(ii) The performance of the obligations of such Seller under this Agreement and the other Transaction Documents and the consummation of the transactions herein and therein contemplated will not conflict with or result in any breach of any of the terms or provisions of, or constitute with or without notice, lapse of time or both, a default under the certificate of incorporation, articles of incorporation and bylaws, as applicable, of such Seller, or any material indenture, agreement, mortgage, deed of trust or other instrument to which such Seller is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance (except the lien created by the Transaction Documents) upon any of the property or assets of such Seller pursuant to the terms of such indenture, mortgage, deed of trust, or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of such Seller's property or assets is subject, nor will such action result in any violation of the provisions of such Seller's Certificate of Incorporation, Articles of Incorporation and By-laws, as applicable, or any statute or any order, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over such Seller or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with or other action of any court, or any such regulatory authority or other governmental agency or body is required for consummation of the transactions contemplated by this Agreement and the other Transaction Documents except such consents, approvals and authorizations which have been obtained or such registrations or qualifications which have been made.

(iii) This Agreement and any other Transaction Document to which such Seller is a party have been duly authorized, executed and delivered by such Seller by all necessary corporate action and such agreements are the valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, subject as to enforcement to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of law or equity.

(iv) The relevant Seller Address is the chief executive office, principal place of business and the office where such Seller keeps its records concerning the Contracts, Receivables and the related Vacation Credits. Such Seller has not used any address other than its Seller Address, 12301 N.E. 10th Place, Bellevue, Washington 98005 or 4010 Lake Washington Boulevard, Suite 300, Kirkland, Washington 98033, in the previous five-year period. Such Seller's legal name is as set forth in this Agreement. Such Seller has not used or done business under any other name in the previous six-year period.

(v) Such Seller does not have knowledge of, nor should it reasonably know of, any fact that would render it unable to perform each and every covenant contained in this Agreement.

(vi) The transactions contemplated by the Transaction Documents are being consummated by such Seller in furtherance of its ordinary business purposes, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.

(vii) The consideration received by such Seller pursuant to this Agreement is fair consideration having value reasonably equivalent to or in excess of the value of the performance of such Seller's obligations hereunder and is reasonably equivalent to amount that could be obtained from an unaffiliated third party in an arm's-length transaction.

(viii) Neither on the date of the transactions contemplated by the Transaction Documents or immediately before or after such transactions, nor as a result of the transactions, will such Seller:

(A) be insolvent such that the sum of its debts is greater than all of its respective property, at a fair valuation;

(B) be engaged in, or about to engage in, business or a transaction for which any property remaining with such Seller will be an

unreasonably small capital or the remaining assets of such Seller will be unreasonably small in relation to its respective business or the transaction; and

(C) have intended to incur, or believed it would incur, debts that would be beyond its respective ability to pay as such debts mature or become due. Such Seller's assets and cash flow enable it to meet its present obligations in the ordinary course of business as they become due.

(ix) Both immediately before and after the transactions contemplated by the Transaction Documents (a) the present fair salable value of such Seller's assets was or will be in excess of the amount that will be required to pay its probable liabilities as they then exist and as they become absolute and matured; and (b) the sum of such Seller's assets was or will be greater than the sum of its debts, valuing its assets at a fair salable value.

(x) The acquisition of the Assets by the Issuer pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(xi) There are no proceedings or investigations pending or, to the knowledge of such Seller, threatened against or affecting such Seller in or before any court, governmental authority or agency or arbitration board or tribunal which, individually or in the aggregate, involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of such Seller or WorldMark, or the ability of such Seller to perform its obligations under this Agreement or the other Transaction Documents. Such Seller is not in default with respect to any order of any court, governmental authority or agency or arbitration board or tribunal.

(xii) All tax returns or extensions required to be filed by such Seller in any jurisdiction have in fact been filed, and all taxes, assessments, fees and other governmental charges upon such Seller, or upon any of the respective properties, income or franchises shown to be due and payable on such returns have been, or will be, paid. All such tax returns are true and correct, and such Seller has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor. The provisions for taxes on the books of such Seller are in accordance with generally accepted accounting principles.

(xiii) Such Seller (i) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject,
(ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or to the conduct of its business, and (iii) is not in violation in any material respect of any term of any agreement, charter instrument, bylaw or instrument to which it is a party or by which it may

be bound which violation or failure to obtain might materially adversely affect the business or condition (financial or otherwise) of such Seller.

(xiv) It is the intention of such Seller that the Assets are being or have been acquired by the Issuer and that the beneficial interest in and title to the Assets are not part of such Seller's estate in the event of the filing of a bankruptcy petition by or against such Seller under any bankruptcy law.

(xv) Immediately prior to the transfer of Assets by such Seller to the Issuer pursuant to this Agreement, such Seller was the sole owner of such Assets at such time and had good and marketable title to such Assets, free and clear of all liens, claims and encumbrances (except for the Acquisition Consideration and security interests in such Assets, if applicable, which shall be terminated on or prior to the Closing Date).

(xvi) Such Seller will treat the transfer of the Assets as a sale to the Issuer for federal, State and local income tax reporting and accounting purposes.

(xvii) The sale of the Assets pursuant to this Agreement constitutes the valid sale by such Seller to the Issuer of all of such Seller's right, title and interest in the Assets.

(xviii) Such Seller has valid business reasons for selling the Assets to the Issuer pursuant to this Agreement rather than obtaining a loan secured by the Assets.

(xix) Such Seller will be operated generally so as to not be substantively consolidated with the Issuer for bankruptcy purposes.

(xx) No event has occurred that adversely affects such Seller's ability to perform the transactions contemplated by the Transaction Documents.

(xxi) Each pension plan or profit sharing plan to which such Sellers is a party has been fully funded in accordance with the obligations of such Seller as set forth in such plan.

(xxii) Neither the acquisition nor the holding of the Contracts and the related Receivables violates any federal or State law, rule or regulation the non-compliance with which could have a material adverse effect on the value of the Contracts or the related Receivables.

(d) Liabilities of WorldMark. WorldMark:

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

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

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

(e) Environmental Matters. The Sellers have conducted their operations and kept and maintained their property in compliance with all Environmental Laws. Trendwest has performed its duties under its management agreement with WorldMark in material compliance with all Environmental Laws.

Section 3.02. Representations and Warranties of the Issuer. The Issuer hereby makes the following representations and warranties for the benefit of the Trustee and Holders of the Notes, on which the Sellers rely in entering into this Agreement with the Issuer and on which the Holders of the Notes rely in purchasing the Notes; such representations and warranties speak as of the Closing Date unless otherwise indicated, but shall survive any subsequent transfer, assignment, contribution or conveyance of the Assets or any part thereof:

(a) The Issuer has been duly organized and is validly existing in good standing as a corporation under the laws of the State of Delaware, with corporate power and authority to own its properties, perform its obligations under the Transaction Documents and to transact the business in which it is now engaged or in which it proposes to engage; the Issuer is duly qualified to do business and is in good standing in each State in which the nature of its business requires it to be so qualified, except where failure to so qualify would not have a material adverse effect on the ability of the Issuer to perform its obligations under the Transaction Documents.

(b) The transfer to and receipt by the Issuer of the Sellers' interest in the Loan Documents, the Receivables and the Related Security pursuant to this Agreement and the consummation of the transactions contemplated herein and in the Transaction Documents will not conflict with or result in breach of any of the terms or provisions of, or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Issuer or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance (except for the lien created by the Indenture) upon any of the property or assets of the Issuer pursuant to the terms of, such indenture, mortgage, deed of trust, or other agreement or instrument to which the Issuer is a party or by which it is bound or to which any of the property or assets of the Issuer is subject, nor will such action result in any violation of the provisions of the certificate of incorporation or by-laws of the Issuer or any statute or any order, rule or regulation of any court or regulatory authority or other governmental agency or body

having jurisdiction over the Issuer or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with or other action of any court or any such regulatory authority or other governmental agency or body is required for the acquisition of the Assets hereunder.

(c) The Transaction Documents to which the Issuer is a party have been duly authorized, executed and delivered by the Issuer by all necessary corporate action and constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of equity or law.

(d) There are no proceedings or investigations to which the Issuer is a party pending or, to the knowledge of the Issuer, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (a) asserting the invalidity of this Agreement, (b) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement, or (c) seeking any determination or ruling that would materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of, this Agreement.

(e) All approvals, authorizations, consents, orders or other actions of any Person or of any court, governmental agency or body or official, required in connection with the execution and delivery of this Agreement, have been or will be taken or obtained on or prior to the Closing Date.

(f) The Issuer Address is the principal place of business and chief executive office of the Issuer.

Section 3.03. Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Issuer or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Contract, Receivable, the Related Security, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof, the party discovering such breach shall give prompt written notice to the other parties. Trendwest shall, within 30 days from the date it was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security and is not cured, either (a) purchase the Issuer's interest in such Loan Document and the related Receivable and Related Security from the Issuer at the Purchase Price or (b) provide a Substitute Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the Contracts as a whole and is not cured by Trendwest, either (a) purchase the Issuer's interest in such non-conforming Contract or Contracts and the related Receivables from the Issuer or (b) provide Substitute Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) are correct, as evidenced by a certificate of an officer of Trendwest to the Trustee. The Purchase

Price for a purchased Contract shall be paid, and any Substitute Contract shall be delivered, by Trendwest to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest to cure or purchase or replace any Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in such Contract or the inclusion of the Issuer's interest in such Contract in the Trust Estate.

Section 3.04. Requirements for Purchase or Substitution of Contracts; Upgrades. (a) If Trendwest is required to purchase the Issuer's interest in any Contract and the related Receivables, under Section 3.03 hereof or if the Issuer is required or elects to purchase the Trustee's interest in any Contract and the related Receivables under Section 3.10 of the Servicing Agreement, such Contract and related Receivables shall be purchased by Trendwest at the Purchase Price. All purchases shall be accomplished at the times specified in subsection (c) below.

(b) If Trendwest is required to substitute any Contract under Section 3.03 hereof, each such contract (a "Substitute Contract") shall (i) be an Eligible Contract; (ii) be written on one of the standard forms attached as Exhibit A to this Agreement; (iii) be accompanied by a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Substitute Contract the information required in the Contract Schedule; (iv) not have been selected using procedures that identified the Contracts as being less desirable or valuable than other comparable vacation credit installment contracts owned by Trendwest; and (v) not have any Scheduled Payments that are due after the date that is six months prior to the Stated Maturity of the Notes supported by such Contract. In addition, (i) such Substitute Contracts shall have an aggregate Collateral Value at least equal to and not substantially greater than the aggregate Collateral Value of the Contracts being withdrawn as of the date of withdrawal (the "Substitution Criterion"), (ii) such Substitute Contract will have an interest rate that is not 1% less than the original Contract and (iii) the representations and warranties set forth in Sections 3.01 and 3.02 shall be true and correct with respect to such Substitute Contract and the aggregate pool of Contracts as of the date such Substitute Contract is conveyed to the Issuer.

Upon the substitution of any Substitute Contract pursuant to the provisions of this Section 3.04(b), Trendwest hereby agrees that such Substitute Contract will be subject to all the terms and provisions of this Agreement, the Servicing Agreement, the Custodian Agreement and the Indenture just as if such Substitute Contract had been one of the original Contracts acquired on the Closing Date. Upon the substitution of a Substitute Contract pursuant to this
Section 3.04(b), the Issuer and Trendwest shall also comply with the provisions and limitations set forth in the Indenture. All substitutions shall be accomplished at the time specified in subsection (c) below.

(c) Any purchase or substitution of a Contract by Trendwest in accordance with Section 3.03 hereof or this Section 3.04 shall be made either by remittance of the Purchase Price to the Servicer for deposit into the Clearing Account in accordance with Section 3.03(a) of the

Servicing Agreement or by substitution of a Substitute Contract, as applicable, within one Business Day following the expiration of the cure period set forth in
Section 3.03 hereof.

(d) If an Obligor notifies Trendwest of its intent to enter into an Upgrade Contract, Trendwest, as Servicer, shall inform the Issuer of such fact. In such event, if the Issuer desires to purchase the receivable related to such Upgrade and so advises Trendwest, Trendwest will allow the Obligor to upgrade and transfer the related Upgrade Contract to the Issuer in exchange for the existing Contract with such Obligor and an amount equal to the difference in the principal balance between the existing Contract and the Upgrade Contract (which amount shall be paid to Trendwest out of funds distributed to the Issuer pursuant to Section 12.02(d) of the Indenture or by increasing the amount owed by the Issuer under the Subordinated Note); provided, however, that (i) such Upgrade Contract must have an interest rate that is not more than 1.0% per annum lower than the interest rate on the Contract that is being replaced, (ii) each Scheduled Payment under the Upgrade Contract must be the equal to or greater than the Scheduled Payments on the existing Contract, (iii) such Obligor must have made all Scheduled Payments within the time periods required by the related Contract which were due on or before the date of such Upgrade, (iv) such Upgrade Contract must be written on one of the standard forms attached as Exhibit A to this Agreement, (v) the Upgrade Contract is an Eligible Contract, (vi) simultaneous with the execution of the Upgrade Contract, Trendwest shall have executed a form of assignment to the Issuer attached to such Upgrade Contract and the Issuer will pledge such Receivable to the Trustee pursuant to the Indenture, (vii) such Upgrade Contract shall be delivered by Trendwest to the Custodian immediately after execution of such contract by the Obligor, WorldMark and Trendwest (and, in any event, prior to the release of the original Contract), (viii) any applicable rescission period has expired and (ix) clauses
(i)-(viii) above shall be representations and warranties of Trendwest, and Trendwest shall be obligated to purchase from the Issuer any Upgrade Contract that does not comply with such representations and warranties. Simultaneous with the delivery of such Upgrade Contract to the Custodian, Trendwest shall deliver to the Trustee a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Upgrade Contract the information required on the Contract Schedule.

Upon the acquisition by the Issuer of any Upgrade Contract pursuant to the provisions of this Section 3.04(d) (and the subsequent transfer of the related Receivable to the Issuer), Trendwest hereby agrees that such Upgrade Contract and the related Receivable, as applicable, will be subject to all the terms and provisions of this Agreement and the Indenture just as if such Upgrade Contract had been one of the original Contracts acquired on the Closing Date.

ARTICLE 4

SELLER COVENANTS

Section 4.01. Seller Covenants. Each Seller hereby covenants and agrees with the Issuer as follows:

(a) Except as hereinafter provided, such Seller will keep in full effect its existence, rights and franchises as a corporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Loan Documents and to perform its duties hereunder. Any person into which such Seller may be merged or consolidated, or to whom such Seller has sold substantially all of its assets, or any corporation resulting from any merger, conversion or consolidation to which such Seller shall be a party, or any Person succeeding to the business of such Seller shall be the successor of such Seller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (w) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01(c) hereof shall have been breached, (x) such successor executes an agreement of assumption, in form reasonably satisfactory to the Trustee, to perform every obligation under this Agreement, (y) such Seller shall have delivered to the Issuer a certificate of an officer of such Seller and an Opinion of Counsel each stating that such consolidation, merger, or succession and such agreement of assumption complies with this Section 4.01 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) such Seller shall have delivered to the Issuer an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer in the Contracts and reciting the details of such filings, or
(2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

(b) Neither such Seller nor any of the members, directors, officers, employees or agents of such Seller shall be under any liability to the Issuer, the Trustee or the Holders of Notes for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment not involving recklessness or negligence; provided, however, that this provision shall not protect such Seller against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. Such Seller, and any member, director, officer, employee or agent of such Seller, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Such Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its obligations as the seller of the Assets under this Agreement and that in its opinion may involve it in any expense or liability.

(c) Such Seller will from time to time, at its own expense, execute and file such additional financing statements (including continuation statements) as may be necessary or which the Trustee may deem appropriate to preserve the security interests and liens described in Section 3.01(a)(viii) hereof and are reasonably satisfactory in form and substance to the Issuer.

(d) Such Seller will not change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement misleading within the meaning of section 9-402(7) of the UCC, unless it shall have given the Issuer and the Trustee at least 30 days' prior written notice thereof.

(e) Such Seller will give the Issuer and the Trustee at least 30 days' prior written notice of any relocation of its principal 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.

(f) Such Seller will duly fulfill all obligations on its part to be fulfilled under or in connection with each Loan Document, will not change or modify the terms of the Loan Documents (and shall prevent any third-party originator that still owns any Loan Document from changing or modifying the terms of any such Contract) except as expressly permitted by the terms of the Transaction Documents and will do nothing to impair the rights of the Issuer or the Trustee in the Assets. In the event that the rights of such Seller under any Loan Document or any guaranty of the related Obligor's obligations under any Loan Document are not assignable to the Issuer, such Seller will enforce such rights on behalf of the Issuer; the Seller is not aware of any such inability to assign any Loan Documents.

(g) Such Seller will comply, in all material respects, with all material acts, rules, regulations, orders, decrees and directions of any governmental authority applicable to the Assets or any part thereof; provided, however, that such Seller may contest any act, regulation, order, decree or direction in any reasonable manner which shall not materially and adversely affect the rights of the Issuer or the Trustee in the Assets.

(h) Such Seller will advise the Issuer and the Trustee promptly, in reasonable detail, of the occurrence of any breach by such Seller following discovery by such Seller of such breach of any of its representations, warranties and covenants contained herein.

(i) Such Seller will execute or endorse, acknowledge, and deliver to the Issuer and the Trustee from time to time such schedules, confirmatory assignments, conveyances, and other reassurances or instruments and take such further similar actions relating to the Assets, and the rights covered by the Transaction Documents, as the Issuer or the Trustee may reasonably request to preserve and maintain title to the Assets and the rights of the Trustee and the Holders of Notes therein against the claims of all persons and parties.

(j) Trendwest agrees to indemnify, defend and hold the Issuer harmless from and against any and all loss, liability, damage, judgment, claim, deficiency or expense (including interest, penalties, reasonable attorney's fees and amounts paid in settlement) that is caused by (i) a material breach at any time by any Seller of the representations, warranties and covenants contained in Section 3.01 hereof or this
Section 4.01 or (ii) any material information furnished by any Seller which is set forth in any schedule delivered

hereunder, being untrue in any material respect when any such representation was made or schedule delivered, provided that Trendwest shall not have any liability with respect to a representation or warranty as to any specific Loan Document, Receivable or the Related Security other than to purchase such Contract or substitute for such Contract in accordance with Section 3.03 hereof unless such breach of representation or warranty is the result of a Seller's fraud, negligence, bad faith or willful misconduct. Trendwest shall also indemnify the Issuer, the Trustee and the Servicer for any cost or expenses incurred by them in the enforcement of this Agreement. The obligations of Trendwest under this Section 4.01(j) shall be considered to have been relied upon by the Issuer and shall survive the execution, delivery and performance of this Agreement, regardless of any investigation made by or on behalf of the Issuer, until termination of the Indenture. If Trendwest has made any indemnity payments pursuant to this Section 4.01(j) and thereafter the recipient collects any of such amounts from others, such party will promptly repay the amount collected to Trendwest, without interest.

(k) Such Seller will do nothing to disturb or impair the acquisition hereunder by the Issuer of all of such Seller's right, title and interest in the Assets.

(l) Such Seller (i) will (A) maintain its books and records separate from the books and records of the Issuer and (B) maintain bank accounts separate from those of the Issuer and (ii) will not (x) take, prior to the complete payment of the Notes, any action that would cause the dissolution or liquidation of the Issuer, (y) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of the Issuer or (z) institute against the Issuer, or join any other person in instituting against the Issuer, any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar laws.

(m) Such Seller shall notify the Issuer and the Trustee promptly after becoming aware of any Lien on any Asset, and Trendwest shall not allow to suffer any lien on any asset.

(n) On each date as of which Trendwest substitutes a Substitute Contract in accordance with Section 3.03 hereof, Trendwest shall provide to the Issuer a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Substitute Contract to the provisions hereof and providing with respect to such Substitute Contract the information required in the Contract Schedule.

(o) The annual financial statements of such Seller will disclose the effects of the transactions contemplated by the Transaction Documents in accordance with generally accepted accounting principles. The financial statements of such Seller and the Issuer will also disclose that the assets of the Issuer are not available to pay creditors of such Seller. The resolutions, agreements and other instruments underlying the Transaction Documents will be continuously maintained by such Seller as official records.

(p) Such Seller will, at its own cost and expense, (i) retain the Electronic Ledger as a master record of the Loan Documents and the Related Security and copies of all documents relating to each Contract (other than the original executed Contracts) as custodian for the Issuer and other Persons, if any, with interests in the Loan Documents and the Related Security and (ii) mark the Contracts and the Electronic Ledger to the effect that the Loan Documents and such Seller's interest in the Related Security have been acquired by the Issuer and a security interest in the Loan Documents and the Related Security have been granted by such Seller to the Issuer and that such security interests and rights have been pledged, transferred and assigned to the Trustee by the Issuer pursuant to the Indenture.

(q) Such Seller will perform the transactions contemplated by this Agreement in a manner that is consistent with the Issuer's ownership interest in the Assets. Such Seller will respond to all third party inquiries confirming the transfer of the Assets to the Issuer.

(r) Such Seller shall immediately transfer to the Servicer for deposit in the Clearing Account any payment it receives relating to the Assets.

(s) Environmental Laws. Each Seller shall conduct its operations and keep and maintain its property in compliance with all Environmental Laws. Trendwest shall perform its duties under its management agreement with WorldMark in compliance with all Environmental Laws.

Section 4.02. Issuer Covenants. The Issuer hereby covenants and agrees with the Sellers as follows:

(a) The Issuer hereby acknowledges and agrees that its rights in the Related Security are expressly subject to the rights of the related Obligors in such Related Security pursuant to the applicable Loan Documents.

(b) On each date as of which any interest in any Contract or Mortgage Loan is to be purchased or replaced by Trendwest pursuant to
Section 3.03 hereof, the Issuer shall submit to Trendwest an instrument of assignment assigning the Issuer's interest in such Contract or Mortgage Loan and the Related Security to Trendwest, signed by the president, senior vice president or any vice president of the Issuer. Each such assignment shall operate as an assignment, without recourse, representation, or warranty, to Trendwest of all of the Issuer's right, title, and interest in and to such Contract or Mortgage Loan, the related Receivable and the Related Security and any security documents relating thereto, such assignment being an assignment outright and not for security, and upon payment of the Purchase Price or delivery of a Substitute Contract, Trendwest will thereupon own such interest in the Contract or Mortgage Loan, as applicable and all such security and documents, free of any further obligation to the Issuer with respect thereto. If in any enforcement suit or legal proceeding it is held that Trendwest may not enforce a Contract on the ground that it is not a real party in interest or holder entitled to enforce the Contract, the Issuer shall, at the Issuer's expense, take

such steps as the Issuer deems necessary to enforce the Contract, including bringing suit in the Issuer's name.

(c) The Issuer warrants that, except as contemplated by the Transaction Documents, it will have a valid security interest in the Related Security. The Issuer shall not assign, sell, pledge, or exchange, or in any way encumber or otherwise dispose of the Related Security, except as contemplated by or permitted under the Transaction Documents.

Section 4.03. Assignment of Assets. The Sellers understand that the Issuer will assign to and grant to the Trustee a security interest in the Assets (including but not limited to the Receivables, Loan Documents and the Related Security). The Sellers consent to such assignments and grants and further agree that all representations, warranties, covenants and agreements the Sellers made herein shall also be for the benefit of and inure to the Issuer, the Trustee and all Holders from time to time of the Notes.

ARTICLE 5

CONDITIONS PRECEDENT

Section 5.01. Conditions to Issuer's Initial Obligations. The obligations of the Issuer to execute and deliver the Asset Assignment to the Sellers on the Closing Date pursuant to, and perform it obligations pursuant to, this Agreement shall be subject to the satisfaction of the following conditions:

(a) All representations and warranties of the Sellers contained in Sections 3.01(b) and 3.01(c) hereof and all information provided in the Contract Schedule shall be true and correct on the Closing Date, with the same effect as though such representations and warranties had been made on such date, and on the Closing Date the Sellers shall have delivered to the Issuer, the Trustee and the Initial Purchaser an Officer's Certificate to such effect (with respect to the Closing Date sale only);

(b) All representations and warranties of the Sellers contained in Section 3.01(a) hereof shall be true and correct on the Closing Date with respect to the Contracts listed on the Contract Schedule on the Closing Date, with the same effect as though such representations and warranties had been made on such date, and on the Closing Date the Sellers shall have delivered to the Issuer, the Trustee and the Initial Purchaser of the Notes an Officer's Certificate to such effect;

(c) The Sellers shall have delivered all other information theretofore required or reasonably requested by the Issuer to be delivered by the Sellers hereunder, duly certified by an officer of each of the Sellers, and the Sellers shall have substantially performed all other obligations required to be performed as of the Closing Date by the provisions of this Agreement;

(d) On or prior to the Closing Date, Trendwest, on behalf of the Sellers shall have delivered, or caused the delivery of, the Custodian File related to the Contracts identified in the Contract Schedule to the Custodian or its agent and, subject to Section 2.04 hereof, there shall have been made all filings, recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action, as may be necessary in the opinion of the Issuer, in order to establish and preserve the right, title and interest of the Issuer in such Contract and the other Assets;

(e) On or before the Closing Date, the Issuer, the Servicer and the Trustee shall have entered into the Servicing Agreement;

(f) The Notes shall be issued and sold on the Closing Date, the Issuer shall receive the full consideration due it upon the issuance of such Notes, the Issuer shall have applied such consideration, to the extent necessary, to pay the related consideration to the Sellers on such date; and

(g) Each applicable Seller shall have executed and delivered the Asset Assignment.

Section 5.02. Conditions to the Sellers' Obligations. The obligations of each of the Sellers to execute and deliver to the Issuer the Asset Assignment and perform its obligations pursuant to this Agreement on the Closing Date shall be subject to the satisfaction of the following conditions:

(a) All representations and warranties of the Issuer contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on such date;

(b) The Issuer shall have executed and delivered the applicable Asset Assignment; and

(c) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to such Seller, and such Seller shall have received from the Issuer copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as such Seller may reasonably have requested.

Trendwest's obligation to repurchase the Contracts pursuant to this Agreement shall not be affected by any failure of the Issuer to comply with clause (a) of this Section 5.02 subsequent to the Closing Date.

ARTICLE 6

TERM AND TERMINATION

Section 6.01. Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue in full force and effect until the later of (i) payment with respect to the last Asset or (ii) termination of the Indenture.

Section 6.02. Default by Sellers. If any Seller shall be in default under this Agreement and such default shall not have been cured for a period of 60 days, or if such Seller shall become insolvent or make an assignment for the benefit of its creditors or have a receiver appointed for all or substantially all of its properties, or if any proceedings commenced, or consented to, by such Seller are not stayed or dismissed within 90 days after being commenced against such Seller under any bankruptcy, insolvency or other law for the relief of debtors, the Issuer shall have the right, in addition to any other rights it may have under any applicable law, to terminate this Agreement with respect to such Seller upon 30 days' prior written notice to such Seller; provided that any termination of this Agreement shall not release such Seller from any obligation under this Agreement.

ARTICLE 7

MISCELLANEOUS

Section 7.01. Amendments. This Agreement and the rights and obligations of the parties hereunder may not be changed orally but only by an instrument in writing signed by the party against which enforcement is sought. This Agreement may be amended by the Issuer and the Sellers only with the prior written consent of the Holders of 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class.

Section 7.02. Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of New York, without regard to choice of law principles.

Section 7.03. Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered personally, mailed by registered or certified United States mail, postage prepaid, or sent via overnight air courier or facsimile communication and addressed, in the case of the Sellers, to the Seller Address, and in the case of the Issuer, to the Issuer Address. All notices and demands shall be deemed to have been given either at the time of the delivery thereof to any officer of the Person entitled to receive such notices and demands at the address of such Person for notices hereunder, or on the third day after the mailing thereof to such address, as the case may be. Any Person may change the address for notices hereunder by giving notice of such change to the other Person.

Section 7.04. Separability Clause. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.05. Assignment. Except as provided in Section 4.01(a), this Agreement may not be assigned or delegated by any Seller without the prior written consent of the Issuer, the Trustee and the Holders of 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class and may not be assigned or delegated by the Issuer without the prior written consent of each of the Sellers, the Trustee and the Holders of 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class.

Section 7.06. Further Assurances. Each of the Sellers and the Issuer agrees to do such further acts and things and to execute and deliver to the Trustee such additional assignments, agreements, powers and instruments as are required by the Trustee to carry into effect the purposes of this Agreement or to better assure and confirm unto the Trustee or the Holders of the Notes their rights, powers or remedies hereunder. If any Obligor shall be in default under any Contract, upon reasonable request from the Servicer, the applicable Seller will take all reasonable steps to assist in enforcing such Contract and preserving and maintaining title to the Assets and the rights of the Trustee and the Holders of the Notes therein against the claims of all persons and parties to the extent the applicable Seller is capable of performing such requested steps and the Servicer reasonably determines that the assistance of the applicable Seller is necessary to effect the intent and purposes hereof.

Section 7.07. No Waivers; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Issuer or the Sellers, any right, remedy, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.08. Binding Effect; Third Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Holders of Outstanding Notes, and their respective successors and permitted assigns.

Section 7.09. Set-Off. (a) Each of the Sellers hereby irrevocably and unconditionally waives all right of set-off that it may have under contract (including this Agreement), applicable law or otherwise with respect to any funds or monies of the Issuer at any time held by or in the possession of such Seller.

(b) The Issuer shall have the right to set-off against each Seller any amounts to which such Seller may be entitled and to apply such amounts to any claims the Issuer may have against such Seller from time to time under this Agreement. Upon any such set-off the Issuer shall give notice of the amount thereof and the reasons therefor.

Section 7.10. Sellers Will Not Institute Insolvency Proceedings. During the term of this Agreement and for one year and one day after the termination hereof, none of the parties hereto

or any Affiliate thereof or any Holder of Outstanding Notes (and each Holder of Outstanding Notes so agrees by acceptance of a Note) will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Issuer.

Section 7.11. Counterparts. This Agreement may be executed in one or more counterparts all of which together shall constitute one original document.

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

TRENDWEST RESORTS, INC.

By
Name:
Title:

TW HOLDINGS II, INC.

By
Name:
Title:

TW HOLDINGS III, INC.

By
Name:
Title:

TRI FUNDING IV, INC.

By
Name:
Title:

ANNEX A

FORM OF SUPPLEMENT FOR SUBSTITUTE CONTRACTS
AND UPGRADE CONTRACTS

Pursuant to Section 3.04(b) and Section 3.04(d) of the Receivables Purchase Agreement dated as of November 1, 2000 (the "Agreement"), among Trendwest Resorts, Inc. ("Trendwest"), TW Holdings II, Inc., TW Holdings III, Inc. and TRI Funding IV, Inc. (the "Issuer"), attached as Schedule I hereto is a Supplemental Contract Schedule, which includes information regarding Assets that are hereby sold, assigned, transferred and delivered by Trendwest to the Issuer in accordance with the Agreement and the Asset Assignment and setting forth the Collateral Value of any Contract being sold to the Issuer by Trendwest pursuant to an Upgrade or exchanged pursuant to a substitution.

TRENDWEST RESORTS, INC.

By
Name:
Title:

SCHEDULE I

SUPPLEMENTAL CONTRACT SCHEDULE FOR SUBSTITUTE CONTRACTS
AND UPGRADE CONTRACTS

EXHIBIT A

FORM OF CONTRACT

EXHIBIT B

FORM OF ASSET ASSIGNMENT

This Asset Assignment ("Assignment") is made as of November __, 2000 (the "Closing Date"), by and among Trendwest Resorts, Inc., an Oregon corporation ("Trendwest"), TW Holdings II, Inc., a Delaware corporation ("TWH II"), TW Holdings III, Inc., a Delaware corporation (together with Trendwest, and TWH II, the "Assignors" and each an "Assignor") and TRI Funding IV, Inc., a Delaware corporation ("Assignee"), with reference to the following facts:

RECITALS:

A. In connection with the sale of certain assets of the Assignors in conjunction with the issuance of notes on the date hereof by TRI Funding IV, Inc., Assignee and the Assignors have executed the Receivables Purchase Agreement dated as of November 1, 2000 (the "Agreement").

B. In connection with the Agreement, each of the Assignors desires to assign and transfer to Assignee all of such Assignor's right, title and interest in and to each of the assets described in Schedule I hereto, and the corresponding paragraphs below (the "Assigned Interests").

C. Assignee desires to accept this Assignment and transfer of the Assigned Interests and assume all duties and obligations attendant thereto, accruing after the Closing Date.

D. Terms used but not defined herein have the meanings ascribed to them in the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and in consideration of the mutual covenants set forth herein, the Assignors and Assignee hereby agree as follows:

1. Assignment. Each Assignor hereby assigns, conveys, grants and transfers, without recourse except as provided in the Agreement, to Assignee (and the successors and assigns of Assignee) the following property:

1.1. Such Assignor's right, title and interest in and to the Loan Documents and related Receivables described and listed on Schedule I hereto.

1.2. Such Assignor's security interest in the vacation credits and fractional interests subject to each such Contract and Mortgage Loan (the "Related Security").

1.3. All other Assets relating to such Loan Documents.

2. Assumption. Assignee hereby accepts the foregoing assignment and hereby assumes all of the indebtedness, if any, duties and obligations incident hereto and thereto, subject to the terms and conditions of the Agreement.

3. Further Assurance. The Assignors and Assignee each hereby agree to provide such further assurances and to execute and deliver such documents and to perform all such other acts as are necessary or appropriate to consummate and effectuate this Assignment.

4. Distinct Entities. The Assignors and Assignee hereby acknowledge that for all purposes each of the Assignors and the Assignee are separate and distinct legal entities. Accordingly, no Assignor shall be liable to any third party for the debts, obligations and liabilities of the Assignee; and Assignee shall not be liable to any third party for the debts, obligations and liabilities of any Assignor to the extent that such debts, obligations and liabilities have not been expressly assumed by Assignee hereunder.

5. Governing Law. This Assignment shall be governed by and interpreted in accordance with the laws of the State of New York, and the parties hereto hereby acknowledge and agree that this Assignment and the transactions contemplated hereunder were negotiated and entered into in the State of New York.

6. Authority. Each of the Assignors and the Assignee hereby represent respectively that they have full power and authority to enter into this Assignment.

7. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument.

8. Successors and Assigns. Each of the Assignors and the Assignee agree that this Assignment will be binding and will inure to the benefit of each Assignor and its successors and assigns and the Assignee and its successors and assigns.

IN WITNESS WHEREOF, this Assignment has been executed as of the date first above written.

TRENDWEST RESORTS, INC., Assignor

By
Name:
Title:

TW HOLDINGS II, INC., Assignor

By
Name:
Title:

TW HOLDINGS III, INC., Assignor

By
Name:
Title:

TRI FUNDING IV, INC., Assignee

By
Name:
Title:

SCHEDULE I

CONTRACT SCHEDULE

EXHIBIT C

FORM OF SUBORDINATED NOTE

$___________

TRI FUNDING IV, INC.

SUBORDINATED NOTE

Date: November 16, 2000 Stated Maturity: December 15 , 2011

TRI FUNDING IV, INC., a special purpose corporation duly organized and existing under the laws of the State of Delaware (the "Issuer," which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to Trendwest Resorts, Inc. ("Trendwest"), or its assigns, the principal sum ___________________ Dollars ($_____________) in monthly installments beginning on December 15, 2000 (the "Initial Payment Date"), and to pay interest monthly in arrears on the unpaid portion of said principal sum (and, to the extent that the payment of such interest shall be legally enforceable, on any overdue installment of interest on this Subordinated Note) on the fifteenth day of each calendar month or, if such fifteenth day is not a Business Day, the Business Day immediately following (each, a "Payment Date"), for the period from and including November 16, 2000 through the last day of the applicable Due Period immediately preceding the Initial Payment Date for the Notes referred to below, and thereafter, monthly from and including the first day through the last day of the Due Period immediately preceding the Payment Date, at the rate of 8.67% per annum (calculated on the basis of a 360-day year consisting of 12 months of 30 days each). Each monthly installment of principal payable on this Subordinated Note shall be an amount equal to the cash available for distribution until the principal amount owed hereunder, as adjusted as set forth below, is paid in full. Any remaining unpaid portion of the principal amount of this Subordinated Note shall be due and payable no later than the Stated Maturity referred to above; provided, however, that if the Notes (as defined below) are not paid in full on such date, no such amounts shall be due or payable until the Notes are paid in full. All terms used in this Subordinated Note which are defined in the Indenture (referred to herein as the "Indenture"), dated as of November 1, 2000, among the Issuer, Trendwest Resorts, Inc., as Servicer, and Wells Fargo Bank Minnesota, National Association, as Trustee shall have the meanings assigned to them in the Indenture.

The principal and interest on this Subordinated Note are payable by check mailed by first-class mail to Trendwest or its assigns or by wire transfer in immediately available funds to the account specified in writing to the Trustee by Trendwest or its assigns received at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will

commence, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated as such by the Issuer for such purpose pursuant to the Indenture.

The principal owed on this Subordinated Note will be increased from time to time in the event that Trendwest transfers the receivable related to an Upgrade Contract to the Issuer to be included in the Trust Estate, such amount to equal the difference between the principal balance of the receivable of Upgrade Contract as of the date of such Upgrade and the Collateral Value on such date of the Receivable being replaced.

This Subordinated Note and the Issuer's Receivables-Backed Notes 2000-1 (the "Notes") issued pursuant to the Indenture are secured by certain Receivables and other Collateral described in the Indenture. The Trust Estate relating to the Notes also secures the payment of certain other amounts and certain other obligations as described in the Indenture. Until the Notes are paid in full and the obligations of the Issuer under the Indenture are satisfied, (i) the Subordinated Notes are payable only at the time and in the manner provided in the Indenture and are not redeemable or prepayable at the option of the Issuer before such time and (ii) the holder of this Subordinated Note will not cause the filing of a bankruptcy petition against the Issuer for any reason whatsoever, including, without limitation, the failure of the Issuer to make any payments of principal of or interest on this Subordinated Note until after a period equal to 10 days plus the applicable preference period under the United States Bankruptcy Code has passed since the Notes were paid in full.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the holder of this Subordinated Note under the Indenture at any time by the Issuer, the Trustee and the Servicer with the consent of the Holders of not less than 66-2/3% in principal amount of Notes of the Controlling Class of the Notes Outstanding under the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes, at the time Outstanding under the Indenture, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. This Subordinated Note shall not be amended without the consent of Holders of not less than 66-2/3% in principal amount of the Controlling Class of the Notes Outstanding.

No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Subordinated Note, but, so long as any Notes are Outstanding, solely from the Collateral pledged to the Trustee under the Indenture with respect to the Notes at the times, place and rate, and in the coin or currency, herein prescribed. Notwithstanding anything else to the contrary contained in this Subordinated Note or the Indenture, the obligation of the Issuer to pay the principal of and interest on this Subordinated Note is not a general obligation of the Issuer, nor its officers or directors, but, so long as any Notes are Outstanding, is limited solely to the Collateral pledged under the Indenture.

So long as the Notes are Outstanding, Trendwest shall not transfer this Subordinated Note to any Person.

This Subordinated Note and the Indenture shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles.

IN WITNESS WHEREOF, TRI Funding IV, Inc. has caused this Subordinated Note to be signed, manually, by its Vice President.

TRI FUNDING IV, INC.

By
Name:
Title:

EXECUTION COPY

SERVICING AGREEMENT

among

TRI FUNDING IV, INC.
("Issuer")

and

TRENDWEST RESORTS, INC.
("Servicer" or "Trendwest")

and

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
("Trustee")

Dated as of November 1, 2000

TABLE OF CONTENTS

SECTION                                                            HEADING                                       PAGE
                                                                                                                 ----
ARTICLE 1                    DEFINITIONS...........................................................................1

         Section 1.01.       Defined Terms.........................................................................1

ARTICLE 2                    SERVICER REPRESENTATIONS, WARRANTIES AND COVENANTS....................................4

         Section 2.01.       Representations and Warranties........................................................4
         Section 2.02.       Covenants.............................................................................5

ARTICLE 3                    ADMINISTRATION AND SERVICING OF CONTRACTS.............................................6

         Section 3.01.       Responsibilities of Servicer..........................................................6
         Section 3.02.       Standard of Care......................................................................8
         Section 3.03.       Local Bank Account, ACH Payments and Servicer Remittances.............................9
         Section 3.04.       Property Management...................................................................9
         Section 3.05.       Financing Statements.................................................................10
         Section 3.06.       [Reserved.]..........................................................................10
         Section 3.07.       [Reserved.]..........................................................................10
         Section 3.08.       No Offset............................................................................10
         Section 3.09.       Servicing Compensation...............................................................10
         Section 3.10.       Substitution or Purchase of Contracts and Receivables................................11

ARTICLE 4                    ACCOUNTINGS, STATEMENTS AND REPORTS..................................................12

         Section 4.01.       Monthly Servicer's Reports...........................................................12
         Section 4.02.       Financial Statements; Certification as to Compliance; Notice of Default..............12
         Section 4.03.       Independent Accountants'Reports......................................................14
         Section 4.04.       Access to Certain Documentation and Information......................................15
         Section 4.05.       Trustee to Cooperate.................................................................17
         Section 4.06.       Oversight of Servicing...............................................................17

ARTICLE 5                    THE SERVICER AND THE ISSUER..........................................................18

         Section 5.01.       Servicer Indemnification.............................................................18
         Section 5.02.       Corporate Existence; Reorganizations.................................................18
         Section 5.03.       Limitation on Liability of the Servicer and Others...................................19
         Section 5.04.       Servicer Not to Resign...............................................................19
         Section 5.05.       Issuer Indemnification...............................................................19

ARTICLE 6                    SERVICING TERMINATION................................................................20

         Section 6.01.       Servicer Events of Default...........................................................20

         Section 6.02.       Appointment of Successor Servicer....................................................22
         Section 6.03.       Notification to Noteholders..........................................................23
         Section 6.04.       Waiver of Past Defaults..............................................................23
         Section 6.05.       Effects of Termination of Servicer...................................................23
         Section 6.06.       No Effect on Other Parties...........................................................24
         Section 6.07.       Continued Errors.....................................................................24

ARTICLE 7                    [RESERVED]...........................................................................25


ARTICLE 8                    MISCELLANEOUS PROVISIONS.............................................................25

         Section 8.01.       Termination of the Servicing Agreement...............................................25
         Section 8.02.       Amendments...........................................................................25
         Section 8.03.       Governing Law........................................................................26
         Section 8.04.       Notices, etc., to Trustee, Issuer and Servicer.......................................26
         Section 8.05.       Notices and Other Documents to Noteholders; Waiver...................................26
         Section 8.06.       Severability of Provisions...........................................................27
         Section 8.07.       Binding Effect.......................................................................27
         Section 8.08.       Article Headings and Captions........................................................27
         Section 8.09.       Legal Holidays.......................................................................27
         Section 8.10.       Assignment for Security for the Notes................................................27
         Section 8.11.       No Assignment of Servicing Agreement.................................................28
         Section 8.12.       Counterparts.........................................................................28
         Section 8.13.       Parties Will Not Institute Insolvency Proceedings....................................28

Signatures........................................................................................................29

EXHIBIT A   --   Form of Monthly Servicer's Report
EXHIBIT B   --   Permitted Changes to Property Management Agreement
EXHIBIT C   --   Form of Report of Independent Accountants

SERVICING AGREEMENT

THIS SERVICING AGREEMENT, dated as of November 1, 2000 (the "Agreement"), by and among TRI FUNDING IV, INC., a Delaware corporation (herein, together with its permitted successors and assigns, the "Issuer"), TRENDWEST RESORTS, INC., an Oregon corporation, for itself (together with its successors and assigns, "Trendwest") as servicer hereunder (herein, together with its permitted successors and assigns, the "Servicer"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association as trustee
(herein, together with its permitted successors and assigns, the "Trustee")
under the Indenture (defined below).

PRELIMINARY STATEMENT

The Issuer has entered into an Indenture, dated as of November 1, 2000 (as amended and supplemented from time to time, the "Indenture"), with the Trustee and the Servicer, pursuant to which the Issuer intends to issue its Receivables-Backed Notes (collectively, the "Notes").

The Issuer, Trendwest Resorts, Inc. (not as Servicer, but acting on its own behalf, "Trendwest"), TW Holdings II, Inc., a Delaware corporation ("TWH II"), and TW Holdings III, Inc., a Delaware corporation ("TWH III"), have entered into a Receivables Purchase Agreement, dated as of November 1, 2000 (as amended and supplemented from time to time, the "Receivables Purchase Agreement"), providing for, among other things, the sale by Trendwest, TWH II and TWH III to the Issuer of the Assets, as defined in the Receivables Purchase Agreement. Under the terms and conditions set forth in the Indenture, the Issuer is and will be pledging such Assets to the Trustee as security for the Notes. As a precondition to the effectiveness of the Receivables Purchase Agreement, the Receivables Purchase Agreement requires that the Servicer, the Issuer and the Trustee enter into this Agreement to provide for the servicing of the Assets.

In order to further secure the Notes, the Issuer is granting to the Trustee a security interest in, among other things, the Issuer's rights derived under this Agreement and the Receivables Purchase Agreement, and the Servicer agrees that all covenants and agreements made by the Servicer herein with respect to the Assets shall also be for the benefit and security of the Trustee and all Holders from time to time of the Notes. For its services under this Agreement, the Servicer will receive a Servicer Fee as provided herein and in the Indenture.

ARTICLE 1

DEFINITIONS

Section 1.01. Defined Terms. Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of

such terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture.

"Assets" shall have the meaning specified in the Receivables Purchase Agreement.

"Contract Files" shall have the meaning specified in the Receivables Purchase Agreement.

"Custodian Agreement" shall mean the Custodian Agreement, dated as of November 1, 2000, among Wells Fargo Bank Minnesota, National Association, as custodian, the Trustee, the Issuer and Trendwest, as amended and supplemented from time to time.

"Custodian Files" shall have the meaning specified in the Receivables Purchase Agreement.

"Independent Accountants" shall mean KPMG LLP or another firm of public accountants of nationally recognized standing; provided, that such firm is independent with respect to the Servicer within the meaning of the Securities Act of 1933, as amended.

"Institutional Investor" shall have the meaning specified in the Indenture.

"Issuer" shall mean TRI Funding IV, Inc., a Delaware corporation, and its permitted successors and assigns.

"Loan Document" shall have the meaning specified in the Receivables Purchase Agreement.

"Liquidated Receivable" shall mean a Receivable that has been liquidated pursuant to Section 3.01(b) hereof.

"Local Bank" shall mean Keybank National Association, and its successors and assigns.

"Local Bank Account" shall mean the account established by the Servicer in the name of the Servicer at the Local Bank, into which account collections with respect to the Contracts and Mortgage Loans will be deposited by the Servicer.

"Monthly Servicer's Report" shall mean the report prepared by the Servicer pursuant to Section 4.01 hereof, a form of which is attached hereto as Exhibit A.

"Officer's Certificate" shall mean, for any Person, a certificate signed by the President, any Vice President, Treasurer, Assistant Treasurer or Secretary of such Person and, in the case of the Issuer, any authorized representative of the Issuer.

"Opinion of Counsel" shall mean a written opinion of counsel in a form that is, and from counsel who is, reasonably acceptable to the person requesting such opinion.

"Receivables Purchase Agreement" shall mean the Receivables Purchase Agreement, dated as of the date hereof, among Trendwest, TWH II, TWH III and the Issuer as the same may be amended or modified from time to time, together with any annexes, appendices, exhibits or schedules thereto and including the Asset Assignment executed and delivered in connection therewith.

"Remittance Date" shall mean the Business Day immediately preceding each Payment Date.

"Reported Company" shall mean each of the Issuer, WorldMark, Trendwest and its subsidiaries, provided, however, if Trendwest is no longer acting as Servicer, then "Reported Company" shall also mean any successor Servicer appointed pursuant to this Agreement.

"Reported Company's Financial Statements" shall include each Reported Company's audited consolidated balance sheet, income statement, statement of cash flows, auditors opinion letter regarding audited financial statements, all notes to the audited financial statements and, with respect to Trendwest, a letter stating that either (i) the auditors have found no material weakness or
(ii) specifying any material weaknesses found by such auditors; Trendwest's and WorldMark's financial statements shall be audited, but, with respect to any other Reported Company, if such information is not currently being audited, then such information may be unaudited.

"Servicer" shall initially mean Trendwest Resorts, Inc. until a successor Person shall have become the Servicer pursuant to the applicable provisions of this Agreement, and thereafter "Servicer" shall mean such successor Person.

"Servicer Default" shall mean any occurrence or circumstance which with notice or the lapse of time or both would be a Servicer Event of Default under this Agreement.

"Servicer Event of Default" shall mean each of the occurrences or circumstances enumerated in Section 6.01 hereof.

"Servicer Termination Notice" means the notice described in Section 6.01 hereof.

"Servicing Officer" shall mean those officers of the Servicer involved in, or responsible for, the administration and servicing of the Assets, as identified on the list of Servicing Officers furnished by the Servicer to the Trustee and the Noteholders from time to time.

"Substitution Criterion" shall have the meaning specified in the Receivables Purchase Agreement.

"Substitute Receivable" shall have the meaning specified in the Receivables Purchase Agreement.

"Trustee" shall initially mean Wells Fargo Bank Minnesota, National Association, until a successor Person shall have become the Trustee pursuant to the applicable provisions of the Indenture, and thereafter "Trustee" shall mean such successor Person.

"TWH II" shall mean TW Holdings II, Inc., a Delaware corporation, and its permitted successors and assigns.

"TWH III" shall mean TW Holdings III, Inc., a Delaware corporation, and its permitted successors and assigns.

ARTICLE 2

SERVICER REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. Representations and Warranties. The Servicer makes the following representations and warranties to the Trustee and for the benefit of the Noteholders as of the Closing Date, which shall survive the Closing Date:

(a) Organization and Good Standing. The Servicer has been duly incorporated and is validly existing in good standing as a corporation under the laws of the State of Oregon, with requisite corporate power and authority to own its properties, perform its obligations under this Agreement and the Indenture and to transact the business in which it is now engaged or in which it proposes to engage; the Servicer is duly qualified to do business and is in good standing in each State in which the nature of its business requires it to be so qualified, except where failure to so qualify would not have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement and the Indenture.

(b) Authorization and Binding Obligation. Each of this Agreement and the Indenture has been duly authorized, executed and delivered by the Servicer and constitutes the valid and legally binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, subject as to enforcement to any bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of equity or law.

(c) No Violation. The entering into of this Agreement and the Indenture and the performance by the Servicer of its obligations under this Agreement and the Indenture and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Servicer pursuant to the terms of any material indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its articles of incorporation or by-laws,

or any statute or any order, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over it or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any court, or any such regulatory authority or other governmental agency or body is required for the Servicer to enter into this Agreement and the Indenture.

(d) No Proceedings. There are no proceedings or investigations pending, or to the knowledge of the Servicer, threatened against or affecting the Servicer or any subsidiary in or before any court, governmental authority or agency or arbitration board or tribunal, including but not limited to any such proceeding or investigation with respect to any environmental or other liability resulting from the ownership or use of any of the Vacation Credits or Fractional Interests, which, individually or in the aggregate, involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of the Servicer and its subsidiaries, or the ability of the Servicer to perform its obligations under this Agreement or the Indenture. The Servicer is not in default with respect to any order of any court, governmental authority or agency or arbitration board or tribunal.

(e) Approvals. The Servicer (i) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject,
(ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or to the conduct of its business, and (iii) is not in violation in any material respect of any term of any agreement, charter instrument, bylaw or instrument to which it is a party or by which it may be bound, which violation or failure to obtain materially adversely affect the business or condition (financial or otherwise) of the Servicer and its subsidiaries.

(f) Investment Company. The Servicer is not an investment company which is required to register under the Investment Company Act of 1940, as amended.

(g) Fidelity Bond. The Servicer has insurance coverage for employee dishonesty with respect to funds it holds in an amount equal to $500,000 per occurrence and coverage under an errors and omissions policy.

(h) ERISA. Except for one 401(K) plan, the Servicer does not have or maintain any pension plans.

Section 2.02. Covenants. (a) The Servicer covenants as to the Assets:

(i) The Servicer shall not release or assign any Lien in favor of the Trustee on any Receivables or the Related Security related to any Contract in whole or in part, except as permitted herein or in the Indenture.

(ii) The Servicer will in all material respects duly fulfill all obligations on the Servicer's part to be fulfilled under or in connection with the Assets. The Servicer will not amend, rescind, cancel or modify any Contract or term or provision thereof, except

as permitted herein or in the Indenture or in connection with an Upgrade, and the Servicer will not do anything that would impair the rights of the Noteholders in the Assets, except as contemplated herein or in the Indenture; provided that, without limiting the foregoing, the Servicer may once per Contract, over the lifetime of such Loan Document allow the Obligor of such Loan Document to skip one Scheduled Payment and add one month to the term of such Loan Document; provided, further, that such extension will not extend the date of the last payment of any Loan Document that terminates prior to the Stated Maturity one month beyond the Stated Maturity of the Notes.

(iii) As more specifically set forth below, in performing its servicing duties hereunder, the Servicer shall collect all payments required to be made by the Obligors under the Contracts and enforce all material rights of the Issuer under the Contracts. The Servicer shall not assign, sell, pledge or exchange or in any way encumber or otherwise dispose of the Receivables or the Related Security, except as permitted hereunder or in the Indenture.

(b) The Servicer will deliver each of the accountings, statements and reports described in Article 4 hereof to each party as set forth therein.

(c) The Servicer shall maintain insurance coverage for employee dishonesty with respect to funds it holds in an amount greater than or equal to $500,000 per occurrence and coverage under an errors and omissions policy.

(d) Trendwest and the Servicer, if not Trendwest, will not consent (except as may be required by the reasonableness standard in Section 2.3 of the Third Amended Vacation Program Agreement, dated as of June 3, 1994, between Trendwest and WorldMark, as amended) to any request from WorldMark to allow WorldMark to encumber, pledge or hypothecate any vacation property under such
Section 2.3.

ARTICLE 3

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 3.01. Responsibilities of Servicer. (a) The Servicer, for the benefit of the Noteholders, shall be responsible for, and shall, in accordance with its customary practices, pursue the managing, servicing, administering, enforcing and making of collections on the Contracts and the Related Security, the enforcement of the Trustee's security interest in the Receivables and the Related Security granted pursuant to the Indenture, and, if applicable, the resale of the Related Security, each in accordance with applicable law and the standards and procedures set forth in this Agreement and any related provisions of the Indenture and the Receivables Purchase Agreement. The Servicer's responsibilities shall include collecting and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Trustee, the Noteholders and the Rating Agencies with respect to payments and using its best efforts to maintain the perfected security interest of the Trustee in the Trust Estate (except with respect to

the Vacation Credits). Subject to the terms and conditions of this Agreement, the Servicer (at its expense), acting alone or through a subservicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement, collection and such resale of the Related Security that it may deem necessary or desirable and in the best interests of the Noteholders, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer, in its own name, shall, and is hereby authorized and empowered by the Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Trustee or any of them) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Contracts, the Mortgage Notes, the Custodian Files and the Contract Files. Subject to the terms and conditions of this Agreement, the Servicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, the Servicer, shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments or any unpaid balance on any Contract. The Trustee shall, at the expense of the Servicer, furnish the Servicer, or at the request of the Servicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out their servicing and administrative duties hereunder, and the Trustee shall not be responsible for the Servicer's application thereof. Notwithstanding any delegation of its responsibilities hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder.

(b) The Servicer shall conduct any management, servicing, administration, collection or enforcement actions with respect to the Collateral in the following manner:

(i) The Servicer, as agent for and on behalf of the Issuer, with respect to any Defaulted Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, mortgage loans, receivables, vacation credits and fractional interests that are similar to the Contracts, the Receivables, the Vacation Credits and Fractional Interests, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the Related Security and to enforce the Issuer's rights in or under the Receivables Purchase Agreement. The Servicer shall continue its customary practice of applying payments on Defaulted Contracts and Delinquent Contracts first to delinquent interest, then to interest and then to principal. All Recoveries or Residual Proceeds in respect of any such Receivable and the Related Security received by the Servicer shall be deposited in the Local Bank Account pursuant to Section 3.03(a);

(ii) The Servicer may sue to enforce or collect upon Contracts as agent for the Trustee. If the Servicer elects to commence a legal proceeding to enforce a Contract or Mortgage Loan, the act of commencement shall be deemed to be an automatic assignment of such Loan Document to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract or Mortgage Loan on the ground that it is not a real party in interest or a holder

entitled to enforce such Loan Document, then the Trustee shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce such Loan Document, including bringing suit in its name or the name of the Issuer or the names of the Noteholders, and the Trustee shall be indemnified by the Servicer for any such action taken;

(iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Loan Document in accordance with the Servicer's usual practice and applicable law. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to reassign the Contract or Mortgage Loan, as applicable, to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right;

(iv) The Servicer will not allow any substitution of a Substitute Contract that does not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Receivables Purchase Agreement, Section 4.03 of the Indenture and the definition of Eligible Contract;

(v) The Servicer may waive, modify or vary any terms of any Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Noteholders; provided, however, that (A) the Servicer shall not forgive any payment, and (B) the Servicer shall not permit any modification, waivers, variation or postponements with respect to any Contract that would decrease the Scheduled Payment, decrease the interest rate, defer the payment of any principal or interest or any Scheduled Payment, reduce the Collateral Value of such Contract (except in connection with actual payments attributable to such Collateral Value), or prevent the complete amortization of the Collateral Value of such Contract from occurring by the Calculation Date preceding the Stated Maturity with respect to such Notes. The Monthly Servicer's Report shall indicate any modification of any Scheduled Payment pursuant to Section 2.02(a)(ii) hereof; and

(vi) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall exercise any right under a Contract to accelerate the unpaid Scheduled Payments, due or to become due thereunder in such a manner as to maximize the net proceeds available to the Issuer; provided, however, that the Servicer will not accelerate any Scheduled Payment unless permitted to do so by the terms of the Contract and under applicable law.

Section 3.02. Standard of Care. In managing, administering, servicing, enforcing and making collections on the Contracts and the Related Security pursuant to this Agreement, the Servicer will provide such services in a manner consistent with past practice and applicable law and will not change such practice in any way that would cause an adverse material change in such practice. In any event, the Servicer warrants that in providing such services it will exercise that degree of skill and care consistent with that which other servicers in the industry customarily

exercise with respect to similar contracts, vacation credits and fractional interests owned or serviced by them. The Servicer shall punctually perform all of its obligations and agreements under this Agreement and shall comply with all applicable federal and State laws and regulations, shall maintain all State and federal licenses and franchises necessary for it to perform its servicing responsibilities hereunder, and shall not materially impair the rights of the Noteholders in any Contracts or Mortgage Loans or payments thereunder.

Section 3.03. Local Bank Account, ACH Payments and Servicer Remittances.
(a) The Servicer has previously instructed (or, with respect to Substitute Contracts, will have instructed) each Obligor that does not pay by automatic debit to remit his or her payments to a post office box in the name of the Servicer. The Servicer shall cause the Local Bank to deposit into the Local Bank Account, within one Business Day of receipt, all payments on the Receivables that are received in such post office box. The Servicer shall direct all Obligors to make all payments to such post office box. The Servicer shall cause payments made by automated clearing house debit to be deposited directly into the Local Bank Account from applicable Obligors' relevant account. On each Business Day, the Servicer shall, or shall cause the Local Bank to, transfer all good funds in the Local Bank Account collected relating to the Contracts and the Receivables (including the purchase price thereof) to the Collection Account, which shall be an Eligible Account at the Trustee in the name of the Trustee on behalf of the Noteholders. The Trustee, based solely on information set forth in each Monthly Servicer's Report, shall cause the amounts in the Collection Account to be withdrawn from the Collection Account on related Payment Date in an amount necessary to make the distributions set forth in Section 12.02(d) or 12.02(e) of the Indenture on such Payment Date.

(b) Except as otherwise provided in this Agreement, the Servicer, as agent of the Issuer, shall remit for deposit in the Local Bank Account by 4:00
p.m., Seattle time, on each Business Day the amounts described below that have been received by the Servicer through 4:00 p.m., Seattle time, on the preceding Business Day:

(i) all payments made under the Contracts relating to the Receivables due after the applicable Cut-Off Date, including prepayments but excluding taxes, received directly by the Servicer;

(ii) all Residual Proceeds and Recoveries; and

(iii) the Purchase Price of any Contract or Mortgage Loan to the extent received by the Servicer.

The Servicer shall hold in trust for the benefit of the Holders of the Notes any payment it receives relating to items (i) through (iii) above until such time as the Servicer transfers any such payment to the Local Bank for deposit in the Local Bank Account. Any such amounts held in the Local Bank Account shall be held in trust for the benefit of the Noteholders.

Section 3.04. Property Management. Trendwest will continue to manage the Club in accordance with the management agreement between Trendwest and WorldMark in existence as of the date hereof, as the same may be amended from time to time on account of (i) a change in

such agreement approved by a majority of the members of WorldMark, (ii) a change in the agreement made in order to keep Trendwest or WorldMark in compliance with federal, state or local laws, rules and regulations, (iii) as such agreement may be amended from time to time with the written consent of the Holders of Notes representing 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class or (iv) a change in such agreement in the manner described in Exhibit B to this Agreement.

Section 3.05. Financing Statements. (a) The Servicer will make all UCC filings and recordings as may be required to perfect the security interests of the Trustee in the Trust Estate pursuant to the terms of the Indenture. In the event of any foreclosure on a Fractional Interest, the Servicer shall file on behalf of the Trustee the Assignments of Mortgage, if any, necessary for the Servicer or the Trustee to foreclosure on such Fractional Interest. The Servicer shall, in accordance with its customary servicing procedures and at its own expense, be responsible for such steps as are necessary to maintain perfection of such security interests. The Trustee hereby authorizes the Servicer to re-perfect or to cause the re-perfection of such security interest on its behalf as Trustee, as necessary.

(b) Within thirty (30) days from the date upon which the financing statements are filed in connection with the issuance of the Notes, the Servicer shall cause searches to be conducted in such offices and promptly deliver the results of such searches to the Trustee.

Section 3.06. [Reserved.]

Section 3.07. [Reserved.]

Section 3.08. No Offset. Prior to the termination of this Agreement, the obligations of the Servicer under this Agreement shall not be subject to any defense, counterclaim or right of offset which the Servicer has or may have against the Issuer, the Trustee or any Noteholder whether in respect of this Agreement, the Indenture, the Notes, the Receivables Purchase Agreement, any Contract, Mortgage Loan, Receivable, Related Security or otherwise.

Section 3.09. Servicing Compensation. As compensation for the performance of its obligations under this Agreement, the Servicer shall be entitled to receive the Servicer Fee. The Servicer Fee shall be paid monthly, commencing on the Initial Payment Date and terminating on the first to occur of
(i) the receipt of the last Scheduled Payment and related Residual Proceeds with respect to the last remaining Contract, (ii) the receipt of Recoveries with respect to the last remaining Contract, or (iii) the date on which the Notes are paid in full. The Servicer Fee shall be paid by the Issuer to the Servicer at the times and in the priority as set forth in the Indenture. The Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including, without limitation, payment of the fees and disbursements of the Independent Accountants, payment of expenses incurred in connection with distributions and reports to the Trustee and the Noteholders and shall not be entitled to reimbursement for such expenses; provided, however, in accordance with Section 12.02 of the Indenture, that the Servicer will be entitled to prompt reimbursement from the Issuer for reasonable costs and expenses incurred by the Servicer (including reasonable attorney's fees and out-of-pocket expenses) in

connection with the realization, attempted realization or enforcement of rights and remedies upon Defaulted Contracts, from amounts received as Recoveries from any Defaulted Contracts.

Section 3.10. Substitution or Purchase of Contracts and Receivables. (a) Except with respect to an Upgrade, the Servicer shall not allow termination of a Contract prior to the scheduled expiration date unless the Obligor prepays the entire Contract in full or unless the Issuer has (i) pledged to the Trustee a Substitute Receivable and the Issuer's interest in the Related Security under the related Substitute Contract, and delivered to the Trustee the original executed counterpart of such Substitute Contract or (ii) purchased such Receivable and the Issuer's interest in the Related Security from the Trustee by remittance of the Purchase Price to the Servicer for deposit in the Local Bank Account in accordance with Section 3.03(a) hereof; provided, further, that purchases and substitutions of Receivables pursuant to this subparagraph (a) shall comply with the requirements of Section 4.03 of the Indenture and the criteria set forth in Section 3.04 of the Receivables Purchase Agreement.

(b) The Servicer shall permit the Issuer to (i) purchase the Receivable related to any Defaulted Contract or Delinquent Contract by remittance by the Issuer to the Servicer for deposit in the Local Bank Account in accordance with
Section 3.03(a) hereof or (ii) substitute for the Receivable related to any Defaulted Contract or Delinquent Contract a Substitute Receivable and the Issuer's interest in the Related Security under the related Substitute Contract, upon the delivery to the Trustee of the original executed counterpart of the Substitute Contract; provided that, purchases and substitutions of Receivables pursuant to this subparagraph (b) shall comply with the requirements of Section 4.03 of the Indenture and the criteria set forth in Section 3.04 of the Receivables Purchase Agreement.

(c) Notwithstanding any other provision contained in this Agreement, the Servicer shall not, with respect to a Defaulted Contract, negotiate or enter into a new contract with the Obligor relating to Vacation Credits, Fractional Interests or the Obligor's obligations under such Defaulted Contract unless the Issuer has repurchased or made a substitution for the Receivable related to such Defaulted Contract in the manner set forth in subsection (b) hereof.

(d) In the event that Trendwest is required, as a result of the breach by it of certain representations or warranties, to repurchase or substitute a Contract pursuant to Section 3.03 of the Receivables Purchase Agreement, the Servicer shall permit such repurchase or substitution in accordance with the terms of Sections 3.03 and 3.04 thereof.

(e) Once the Purchase and Substitution Limit is reached, Trendwest may, at its option, purchase, in its own right and not as Servicer hereunder, the Vacation Credits relating to a Defaulted Contract at a price equal to 25% of the initial principal balance of the related Contract. On such Determination Date, Trendwest shall, or, if Trendwest is not the Servicer, shall cause the Servicer to, immediately deposit the proceeds of such sale into the Local Bank Account, and such proceeds shall be deemed to be a collection of principal with respect to such Contract.

(f) Prior to the substitution of any Contract hereunder, the Servicer shall review its records and determine that the Substitute Contract is an Eligible Contract. If there are any Liens

or other interests in a contract that is proposed to be a Substitute Contract, such Contract shall not become a Substitute Contract until all such interests have been terminated.

ARTICLE 4

ACCOUNTINGS, STATEMENTS AND REPORTS

Section 4.01. Monthly Servicer's Reports. No later than 2:00 p.m., New York time, on each Determination Date, the Servicer shall deliver to the Issuer, the Initial Purchaser, the Trustee, each Noteholder and the Rating Agencies the Monthly Servicer's Report in the form attached as Exhibit A hereto with respect to the activity in the immediately preceding Due Period. The determination by the Servicer of such amounts shall, in the absence of manifest error, be deemed to be presumptively correct and the Trustee shall be protected in relying upon the same without any independent check or investigation. In the course of preparing the Monthly Servicer's Report, the Servicer shall seek direction from the Issuer as to remittance of the funds to be paid to the Issuer after all other distributions in accordance with the Indenture. Contracts and Receivables which have been substituted for or purchased by Trendwest or the Issuer shall be identified by the related Obligor number. On each Determination Date, the Servicer shall deliver to the Trustee, in the form of a computer disk or tape or via electronic transmission in a format acceptable to the Trustee, containing all the information in the Servicer's electronic files regarding each of the Receivables as well as any additional information reasonably requested by the Trustee prior to the related Payment Date.

Section 4.02. Financial Statements; Certification as to Compliance; Notice of Default. (a) The Servicer (or the successor Servicer if the initial Servicer is no longer the Servicer (provided, however, that if Wells Fargo is the successor Servicer, it shall only be required to deliver items (i), (v) and
(vi) below, and Trendwest shall be required to deliver items (ii), (iii) and
(iv) with respect to itself and the Issuer)) will deliver, or cause to be delivered, to the Trustee, the Initial Purchaser, each Holder and the Rating Agencies (and, upon the request of any Noteholder, to any prospective transferee of any Note):

(i) within 120 days after the end of each fiscal year of each Reported Company, a copy of such Reported Company's Financial Statements, all in reasonable detail and accompanied by an opinion of a firm of independent certified public accountants (which shall be (i) KPMG LLP or, with respect to WorldMark, Molatore, Peugh, McDaniel, Scroggin & Co. LLP, (ii) a legal successor thereto, (iii) a nationally recognized accounting firm) stating that such financial statements present fairly the financial condition of such Reported Company (or, in the case of a successor Servicer, such successor Servicer's financial condition) and have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur), and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances;

(ii) within 60 days of the end of each fiscal quarter, unaudited versions of each Reported Company's consolidated balance sheet, income statement and cash flow statement;

(iii) with the Issuer's, the Servicer's and Trendwest's (if Trendwest is not the Servicer) Financial Statements delivered pursuant to subsections (a)(i) and (a)(ii) above, each of the Issuer, the Servicer and Trendwest (if Trendwest is not the Servicer) will deliver an Officer's Certificate stating that such officer has reviewed the relevant terms of the Indenture, the Receivables Purchase Agreement and this Agreement and has made, or caused to be made, under such officer's supervision, a review of the transactions and conditions of such Reported Company during the period covered by such Reported Company's Financial Statements then being furnished, that the review has not disclosed the existence of any Default or Event of Default under the Indenture or any Servicer Default or Servicer Event of Default or, if a Default or Event of Default under the Indenture or a Servicer Default or a Servicer Event of Default exists, describing its nature, and the Issuer, with respect to a Default or Event of Default, or the Servicer, with respect to a Servicer Default or a Servicer Event of Default, describing what action such Person has taken and is taking with respect thereto, and that on the basis of such review the officer signing such certificate is of the opinion that during such period the Servicer has serviced the Contracts in compliance with the procedures hereof except as disclosed in such certificate;

(iv) with each Reported Company's Financial Statements delivered pursuant to subsections (a)(i) and (a)(ii) above, each Reported Company shall deliver an Officer's Certificate stating

that such financial statements present fairly the financial condition of such Reported Company;

(v) immediately upon becoming aware of the existence of any condition or event which constitutes a Servicer Default or a Servicer Event of Default hereunder, a Default or an Event of Default under the Indenture or Receivables Purchase Agreement, or a Trigger Event under the Indenture, a written notice describing its nature and period of existence and what action the Servicer is or proposes to take with respect thereto;

(vi) promptly upon the Servicer's becoming aware of:

(A) any proposed or pending material investigation, of it, the Club or the Issuer by any governmental authority or agency, or

(B) any pending or proposed court or administrative proceeding which involves or may involve the possibility of materially and adversely affecting the properties,

business, prospects, profits or condition (financial or otherwise) of the Servicer, the Club or the Issuer, a written notice specifying the nature of such investigation or proceeding and what action the Servicer is taking or proposes to take with respect thereto and evaluating its merits; and

(vii) with reasonable promptness any other data and information which may be reasonably requested from time to time, including without limitation any information required to be made available at any time to any prospective transferee of any Notes in order to satisfy the requirements of Rule 144A under the Securities Act of 1933, as amended.

(b) On or before each April 30, so long as any of the Notes are outstanding, the Servicer shall furnish to the Trustee an Officer's Certificate either stating that such action has been taken with respect to the recording, filing, and rerecording and refiling of any financing statements and continuation statements as necessary to maintain the interest of the Trustee created by the Indenture and the Issuer created Receivables Purchase Agreement with respect to the Trust Estate and reciting the details of such action or stating that no such action is necessary to maintain such interest. Such Officer's Certificate shall also describe the recording, filing, rerecording and refiling of any financing statements and continuation statements that will be required to maintain the interest of the Trustee in the Trust Estate until the date such next Officer's Certificate is due.

(c) On a quarterly basis, the Servicer shall cause the Independent Accountants to review the information provided by the Servicer in each Monthly Servicer's Report in such quarter indicating the number of Vacation Credits that have been created and the number of Vacation Credits sold to WorldMark owners. On or prior to April 15 of each year, beginning in 2002, the Servicer shall cause the Independent Accountants to audit such reporting for the prior fiscal year. The Servicer shall cause delivery of each such report to the Issuer, the Trustee and the Initial Purchaser and the Rating Agencies.

Section 4.03. Independent Accountants' Reports. (a) Within thirty (30) days of the Closing Date, the Servicer shall, at its expense, cause the Independent Accountants to prepare a report, a form of which is attached as Exhibit C hereto (which report shall also include as well the additional procedure of comparing the actual aging of the random sample portfolio to the aging number provided by the Custodian's system), to the effect that such Independent Accountants have reviewed a statistically significant random sample (at the 95% confidence level) of the Custodian Files and that such reviewed Custodian Files are in the possession of the Custodian and properly accounted for in the Custodian's records.

(b) For each fiscal year (commencing with the fiscal year ending December 31, 2000), the Servicer at its expense shall cause the Independent Accountants (who may also render and deliver other services to the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 and which shall also include a report addressed to the Servicer, the Trustee, Initial Purchaser and the Noteholders as of the close of such year, to the effect that the Independent Accountants have (i) compared the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained in the accounts and records for such period, and, where applicable, on the basis of such procedures and comparison, report matters which come to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records and (ii) compared, as of the last day of such fiscal year, the number of Vacation Credits sold to WorldMark owners to the number of Vacation Credits that

have been created to confirm that Trendwest has not sold more Vacation Credits than it has created. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 2000) discloses such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafter, the Servicer shall cause a letter to be delivered relating to each fiscal year in accordance with the first sentence of this
Section 4.03. The Servicer shall deliver to the Trustee a copy of any such reports within 90 days of the close of the relevant period.

Section 4.04. Access to Certain Documentation and Information. (a) The Servicer shall provide to the Trustee or any Noteholder and their duly authorized representatives, attorneys or accountants access to any and all documentation and to any existing data processing systems (including, but not limited to, any data that can reasonably be generated therefrom) regarding the Trust Estate (including the Contract Schedule) that the Servicer may possess, such access being afforded without charge but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Servicer's normal operations or customer or employee relations, at offices of the Servicer designated by the Servicer. If a Servicer Event of Default or a Trigger Event has occurred, the reasonable costs of providing the foregoing shall be borne by the Servicer; otherwise, the Person seeking the foregoing shall pay its, his or her own expenses relating to the foregoing.

(b) At all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by Noteholders and the Trustee a list of all Contracts the interests in which are then held as a part of the Trust Estate, together with a reconciliation of such list to that set forth in the Contract Schedule and each of the Monthly Servicer's Reports, indicating the cumulative addition and removal of the Issuer's interest in the Contracts from the Trust Estate.

(c) The Servicer will maintain accounts and records as to each respective Contract serviced by the Servicer that are accurate and sufficiently detailed as to permit (i) the reader thereof to know as of the most recent Calculation Date the status of such Contract including any payments, Residual Proceeds and Recoveries received or owing (and the nature of each) thereon and
(ii) the reconciliation between payments, Residual Proceeds or Recoveries on (or with respect to) each Contract and the amounts from time to time deposited in the Collection Account in respect of such Contract or Mortgage Loan, as applicable.

(d) The Servicer will maintain all of its computerized accounts and records so that, from and after the time of the acquisition of an interest in the Assets by the Issuer, the Servicer's accounts and records (including any back-up computer archives) that refer to any Contract, Receivable or Related Security indicate clearly that the Contracts and Receivables are owned by the Issuer and are pledged, together with the Issuer's interest in the Related Security, to the Trustee for the benefit of the Noteholders. Indication of the Trustee's interest in a Receivable will be deleted from or modified on the Servicer's accounts and records when, and only when, the Receivable or related Contract has been paid in full, replaced with a Substitute Contract or

purchased by Trendwest or the Issuer or assigned to the Servicer pursuant to this Agreement, as the case may be.

(e) Nothing in this Section 4.04 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure to provide information otherwise required by this Section 4.04 as a result of such observance by the Servicer, shall not constitute a breach of this Section 4.04.

(f) All information (that is not public information) obtained by the Trustee or any Noteholder regarding any Reported Company (pursuant to Section 4.02 or otherwise), the Obligors and the Contracts whether upon exercise of its rights under this Section 4.04 or otherwise, shall be maintained by the Trustee and the Noteholder, as applicable, in confidence in accordance with procedures adopted by the Trustee or such Noteholder, as applicable, in good faith to protect such confidential information; provided that the Trustee and any Noteholder may deliver or disclose such confidential information to (i) their directors, officers, trustees, managers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the exercise of the rights and obligations of the Trustee under the Transaction Documents or the administration of the investment represented by the Notes), (ii) their financial advisors and other professional advisors who agree to hold confidential such information substantially in accordance with the terms of this Section 4.04(f),
(iii) any other holder of any Note, (iv) any Institutional Investor to which any Noteholder sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such confidential information to be bound by the provisions of this Section 4.04(f)), (v) any federal or state regulatory authority having jurisdiction over the Trustee or any Noteholder, (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agencies that requires access to information about the Noteholders' investment portfolio, (vii) the Rating Agencies or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to the Trustee or any Noteholder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which the Trustee or any Noteholder is a party or (z) if an Event of Default has occurred and is continuing, to the extent the Trustee or any Noteholder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes and the Transaction Documents.

Section 4.05. Trustee to Cooperate. Upon payment (including through application of any prepayment) in full of any Contract the Servicer will notify the Trustee by written certification (which certification shall include a statement to the effect that all amounts received in connection with such payments in full which are required to be deposited in the Local Bank Account pursuant to Section 3.03 hereof have been so deposited) of a Servicing Officer and shall request delivery of such Contract to the Servicer in accordance with
Section 1.3 of the Custodian Agreement. Upon receipt of such delivery request, the Custodian shall, within 7 days of such request by the Servicer, release such Contract to the Servicer in accordance with the Custodian Agreement. Upon release of such Contract, the Servicer is authorized to execute an instrument in satisfaction of such Contract and to do such other acts and execute such other documents as it deems necessary to discharge the Obligor thereunder and, if applicable, release any security

interest in the Related Security related thereto. The Servicer shall determine when a Contract has been paid in full. Upon the written request of a Servicing Officer and subject to the Trustee's rights to indemnity contained herein and in the Indenture, the Trustee shall perform such other acts as reasonably requested in writing by the Servicer and otherwise cooperate with the Servicer in enforcement of the Noteholders' rights and remedies with respect to Contracts.

Section 4.06. Oversight of Servicing. (a) Prior to each Payment Date, the Trustee shall review the Monthly Servicer's Report related thereto and shall determine the following:

(i) that such Monthly Servicer's Report is complete on its face; and

(ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, as set forth in the records of the Trustee, are the same as the amount set forth in such Monthly Servicer's Report.

(b) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated by the Servicer from that determined or calculated by the Trustee, the Trustee shall promptly notify the Servicer of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee shall promptly notify the Holders of the Notes of such discrepancy.

(c) Based solely on the information included in the Contract Schedule delivered on the Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion as defined in the Receivables Purchase Agreement.

(d) Other than as specifically set forth elsewhere in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicer.

(e) The Trustee shall consult fully with the Servicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer under Section 6.02 hereof.

ARTICLE 5

THE SERVICER AND THE ISSUER

Section 5.01. Servicer Indemnification. (a) The Servicer shall indemnify and hold harmless the Trustee, the Issuer, and the Trust Estate, for the benefit of the Noteholders, from and against any loss, liability, claim, expense, damage or injury suffered or sustained to the extent that such loss, liability, claim, expense, damage or injury arose out of or was imposed by reason of the failure by the Servicer to perform its duties under this Agreement or are attributable to errors or omissions of the Servicer related to such duties; provided, however, that the Servicer

shall not indemnify any party to the extent that acts of fraud, gross negligence or breach of fiduciary duty by such party contributed to such loss, liability, claim, expense, damage or injury.

(b) Indemnification under this Section 5.01 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation reasonably incurred. If the Servicer has made any indemnity payments to the Trustee or the Noteholders pursuant to this Section and such party thereafter collects any of such amounts from others, such party will promptly repay such amounts collected to the Servicer without interest. The provisions of this
Section 5.01 shall survive any expiration or termination of this Agreement.

Section 5.02. Corporate Existence; Reorganizations. (a) The Servicer shall keep in full effect its existence and good standing as a corporation in the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer to perform its duties hereunder; provided, however, that the Servicer may reincorporate in another State, if to do so would be in the best interests of the Servicer and would not have a material adverse effect upon the Noteholders.

(b) The Servicer shall not (i) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless such Person or the merged or consolidated entity acquires substantially all the assets of the Servicer, as an entirety and executes and delivers to the Issuer and the Trustee an agreement, in form and substance reasonably satisfactory to the Issuer and the Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer, under this Agreement; provided that nothing herein shall prevent the Servicer from selling contracts and receivables which are not Assets pursuant to a receivables financing.

Section 5.03. Limitation on Liability of the Servicer and Others. Except as provided in Section 5.01, the Servicer, and any of the officers, directors, employees or agents of the Servicer shall not be under any liability for any action taken or for refraining from the taking of any action by the Servicer in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence (which includes negligence with respect to the duties of the Servicer explicitly set forth in this Agreement) in the performance of its duties hereunder. The Servicer and any officer, director, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person with respect to any matters arising hereunder. No implied covenants or obligations shall be read into the Servicing Agreement against the Servicer. In the event the Servicer performs any activities beyond the requirements of this Agreement, it shall have the option but will not be required to perform such activities in the future.

Section 5.04. Servicer Not to Resign. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it by this Agreement except upon a determination by the Board of Directors of the Servicer that by reason of change in applicable legal requirements, with which the Servicer cannot reasonably comply, the continued performance by the Servicer of its duties

under this Agreement would cause it to be in violation of such legal requirements, said determination to be evidenced by a resolution from the appropriate Board of Directors to such effect, accompanied by an Opinion of Counsel to such effect and reasonably satisfactory to the Trustee.

(b) No such resignation shall become effective until a successor Servicer, acceptable to the Trustee, the Rating Agencies and to Holders of not less than 51% in aggregate principal amount of the Outstanding Notes of the Controlling Class, shall have assumed the responsibilities and obligations of the Servicer hereunder.

(c) Except as provided in Sections 5.02 and 6.01 hereof, the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 hereof, and shall survive the exercise by the Issuer or the Trustee of any right or remedy under this Agreement, or the enforcement by the Issuer, the Trustee or any Noteholder of any provision of the Notes or this Agreement.

Section 5.05. Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer (but solely from the amounts to be distributed as set forth in Sections 12.02(d)(xviii), 12.02(e)(xiv) and 12.03(d)(ii) of the Indenture) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's activities hereunder; provided, however, that the Issuer shall not indemnify the Servicer if the Servicer's activities constituted fraud, willful misconduct, negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer for any amounts for which the Servicer is obligated to indemnify the Issuer or other Persons pursuant to Section 5.01 hereof.

ARTICLE 6

SERVICING TERMINATION

Section 6.01. Servicer Events of Default. (a) Any of the following acts or occurrences shall constitute a Servicer Event of Default:

(i) any failure by the Servicer (A) to deliver to the Local Bank for deposit in the Local Bank Account or (B) to deliver or cause to be delivered to the Trustee for deposit in the Collection Account any proceeds or payments received from an Obligor or in respect of the Trust Estate and required to be so delivered under the terms of the Indenture and this Agreement that continues unremedied until 2:00 p.m., New York time, on the second successive Business Day following such failure; or provided, however, that the Trustee, upon receiving actual knowledge of such failure, shall give the Servicer prompt written, telecopied or telephonic notice of such failure. Notwithstanding the foregoing, any failure by the Trustee to deliver such notice to the Servicer shall not prevent the occurrence of a Servicer Event of Default; or

(ii) any failure by the Servicer to deliver a Monthly Servicer's Report pursuant to Section 4.01 hereof that continues unremedied until 2:00 p.m., New York time, the following Business Day; provided, however, that if the Trustee has actual knowledge that the Servicer has not delivered such Monthly Servicer's Report by 2:00 p.m., New York time, on a Determination Date, the Trustee shall give the Servicer written, telecopied or telephonic notice of such failure. Notwithstanding the foregoing, any failure by the Trustee to deliver such notice to the Servicer shall not prevent the occurrence of a Servicer Event of Default; or

(iii) any failure by the Servicer to remit any Purchase Price received by it to the Trustee that continues unremedied until 5:00 p.m., New York time, the following Business Day; provided, however, that if the Servicer has not remitted any Purchase Price received by it to the Trustee by 3:00 p.m., New York time, on the Determination Date and the Trustee has actual knowledge that such Purchase Price has not been paid, the Trustee shall give the Servicer prompt written, telecopied or telephonic notice of such failure. Notwithstanding the foregoing, any failure by the Trustee to deliver such notice to the Servicer shall not prevent the occurrence of a Servicer Event of Default; or

(iv) any failure by the Servicer to make remittances (other than a remittance of Purchase Price referred to in clause (iii) above) or deliver notices pursuant to Section 3.03 hereof, that continues unremedied until 2:00 p.m., New York time, of the second successive Business Day; or

(v) any failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or the Indenture or any representation or warranty of the Servicer set forth in Section 2.01 of this Agreement shall prove to be incorrect in any material respect, which failure or breach continues unremedied for a period of 30 days after the date on which the Servicer becomes aware of such failure or breach, or receives written notice of such failure or breach; or

(vi) any assignment by the Servicer to a delegate of its duties or rights under this Agreement or except as specifically permitted hereunder, or any attempt to make such an assignment; or

(vii) the entry of a decree or order for relief by a court having jurisdiction in respect of the Servicer or a petition against the Servicer in an involuntary case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Servicer or for any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect, or failure for such petition to be dismissed, for a period of 60 consecutive days; or

(viii) the commencement by the Servicer of a voluntary case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency, reorganization or similar law, or the consent by the Servicer

to the appointment of or taking possession by a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or similar proceedings of or relating to the Servicer relating to a substantial part of its property, or the making by the Servicer of an assignment for the benefit of creditors, or the failure by the Servicer generally to pay its debts as such debts become due or if the Servicer shall admit in writing its inability to pay their debts as they become due, or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or

(ix) the stockholders' equity of the Servicer and its consolidated subsidiaries, determined in accordance with generally accepted accounting principles, as would be shown on a consolidated balance sheet for such Persons, is below $50,000,000; or

(x) the occurrence of a Trigger Event.

(b) If a Servicer Event of Default shall have occurred and be continuing, the Trustee shall, upon written direction of the Holders of Notes representing not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class, by notice (the "Servicer Termination Notice") given in writing to the Servicer terminate all, but not less than all, of the rights and obligations (except as expressly provided herein) of the Servicer under this Agreement. Notwithstanding the foregoing, a delay in or failure of performance under Sections 6.01(a)(ii) or 6.01(a)(v) hereof for a period of not more than 30 days past the applicable cure period shall not constitute a Servicer Event of Default if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes; provided, however, that in any event, such delay or failure shall constitute a Servicer Event of Default if it continues unremedied for a period of 30 days past the applicable cure period. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Trustee, the Issuer and the Noteholders with prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

(c) On or after the receipt by the Servicer of a Servicer Termination Notice, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Trustee as successor Servicer unless another successor Servicer is appointed pursuant to Section 6.02 hereof; any successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer of the Loan Documents, or otherwise. The Servicer agrees to cooperate with the Trustee and the successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer or thereafter received with respect to the Trust Estate. To assist the successor Servicer in enforcing all rights under the Contracts, the outgoing Servicer, at its own expense (including,

without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor Servicer to service the Contracts properly and effectively to the successor Servicer in such form as the successor Servicer may reasonably request), shall transfer its records (electronic and otherwise) relating to the Trust Estate and shall transfer the related Loan Documents (to the extent not held by the Trustee) and all other records, correspondence and documents relating to the Trust Estate that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request.

Section 6.02. Appointment of Successor Servicer. (a)(i) If the Servicer resigns as Servicer pursuant to Section 5.04 hereof or is terminated as Servicer pursuant to Section 6.01 hereof, the Trustee shall without further action by the parties hereto become the successor Servicer and shall complete its transition of servicing within 90 days of such date; provided, however, at any time the Holders of Notes representing not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class may appoint a successor Servicer other than the Trustee.

(ii) Except as set forth in Section 6.02(a)(iii), the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement, and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that any such successor shall not be liable for any acts or omissions of such outgoing Servicer or for any breach by the outgoing Servicer of any of its representations and warranties contained herein or in any related document or agreement. Such successor Servicer may subcontract with another firm to act as subservicer so long as such successor Servicer remains fully responsible and accountable for performance of all obligations of the Servicer on and after the time such Servicer receives the Servicer Termination Notice. Such successor Servicer shall be entitled to the Servicer Fee and any other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrue in connection with acting as Servicer hereunder.

(iii) If Wells Fargo is the successor Servicer, it shall not be bound by the provisions of Section 2.01(a), (g) or (h), or Section 2.02(c) hereof, nor shall Wells Fargo, as successor Servicer be obligated or responsible for reselling or repurchasing any Related Security pursuant to any Transaction Document; provided, that Wells Fargo as successor Servicer shall make reasonable efforts to contract with a third party to resell any Related Security on behalf of the Issuer.

(b) Each of the Servicer, the Issuer, the Trustee and any successor Servicer, shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Upon any succession, such successor Servicer shall notify the Obligors that it has been appointed Servicer under this Agreement with respect to the Trust Estate. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by an regulatory authority having jurisdiction over the Servicer hereunder.

Section 6.03. Notification to Noteholders. The Servicer shall promptly notify the Issuer, the Trustee and the Rating Agencies of any Servicer Event of Default upon actual knowledge thereof by an officer of the Servicer. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article 6, the Trustee shall give prompt written notice thereof to the Noteholders at their respective addresses appearing in the Note Register.

Section 6.04. Waiver of Past Defaults. The Trustee shall, at the direction of the Holders of Notes representing not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class, on behalf of all Noteholders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, other than a default with respect to required deposits and payments in accordance with Article 3 or a default of the type set forth in clause (vii) or (viii) of Section 6.01(a) hereof, which waiver shall require the consent of each Noteholder. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly waived.

Section 6.05. Effects of Termination of Servicer. (a) The predecessor Servicer shall remit or cause to be transmitted directly to the successor Servicer in the same form in which received, any amounts held by such predecessor Servicer (properly endorsed where required for such successor to collect them) received as payments upon or otherwise in connection with the Trust Estate within one Business Day of receipt thereof. All payments received by the predecessor Servicer shall be held in trust by it until such remittance to the successor Servicer.

(b) After the delivery of a Servicer Termination Notice, the predecessor Servicer shall have no further obligations with respect to the management, administration, servicing, enforcement, custody or collection of the Contracts and Mortgage Notes, and the successor Servicer shall have all of such obligations, except that such predecessor Servicer will transmit any payments or proceeds that such predecessor Servicer may receive pursuant to any Contract, Mortgage Note or otherwise in accordance with Section 6.05(a) herein. Such outgoing Servicer's indemnification obligations pursuant to Section 5.01 hereof will survive the termination of such Servicer but will not extend to any acts or omissions of a successor Servicer.

Section 6.06. No Effect on Other Parties. (a) Upon any termination of the rights and powers of the Servicer pursuant to Section 6.01, or upon any appointment of a successor to such Servicer, all the rights, powers, duties and obligations of Trendwest under this Agreement, the Indenture and the Receivables Purchase Agreement, other than Trendwest's rights, powers, duties and obligations as Servicer therein, shall remain unaffected by such termination or appointment and shall remain in full force and effect thereafter.

Section 6.07. Continued Errors. Notwithstanding anything contained herein to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the predecessor Servicer relating to the contract (collectively, the "Predecessor Servicer Work Product") without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of any predecessor Servicer. If any error, inaccuracy, omission or

incorrect or non-standard practice or procedure (collectively, "Errors") exists in any Predecessor Servicer Work Product and such Errors make it more difficult to service or should cause or contribute to a successor Servicer making or continuing any Errors (collectively, "Continued Errors"), such successor Servicer shall have no duty or responsibility for such Continued Errors. In the event that such successor Servicer becomes aware of Errors or Continued Errors, such successor Servicer shall use commercially reasonable efforts to reconstruct and reconcile such data to correct such Errors and Continued Errors and to prevent future Continued Errors. A successor Servicer shall be entitled to recover its costs thereby as transition expenses in accordance with Section 12.02(d) or 12.02(e), as applicable, of the Indenture.

ARTICLE 7

[RESERVED]

ARTICLE 8

MISCELLANEOUS PROVISIONS

Section 8.01. Termination of the Servicing Agreement. (a) Absent a termination pursuant to Section 6.01, the respective duties and obligations of the Servicer, the Issuer and the Trustee created by this Agreement shall terminate upon the discharge of the Indenture in accordance with its terms; and the respective duties and obligations of the Trustee shall terminate with respect to the Trustee in the event the Trustee resigns or is replaced under
Section 7.09 of the Indenture; provided, however, that no resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10 of the Indenture. Upon the termination of this Agreement pursuant to this
Section 8.01(a), the Servicer shall pay all monies with respect to the Receivables and the Related Security held by the Servicer, as the case may be, and to which the Servicer is not entitled, to the Issuer or upon the Issuer's order. The Servicer's indemnification obligations pursuant to Section 5.01 hereof will survive the termination of this Agreement.

(b) This Agreement shall not be automatically terminated as a result of an Event of Default under the Indenture or any action taken by the Trustee thereafter with respect thereto, and any liquidation or preservation of the Trust Estate by the Trustee thereafter shall be subject to the rights of the Servicer to service the Receivables and to collect servicing compensation as provided hereunder.

Section 8.02. Amendments. (a) This Agreement may be amended from time to time by the Issuer and the Servicer, with the consent of the Trustee, and the Holders of not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall, without the consent of each affected Noteholder (i) alter the priorities with which any allocation of funds shall be made under this Agreement; (ii) permit the creation of any lien on the Trust Estate (other than the lien of the Indenture) or any portion thereof or deprive any such Noteholder of the benefit of this Agreement

with respect to the Trust Estate or any portion thereof; (iii) modify any provision herein relating to the voting percentage of Noteholders necessary to grant consent or give direction, (iv) modify this Section 8.02 or Sections 5.02 or 5.04 hereof, (v) cause the downgrade of the then current ratings assigned by the Rating Agencies with respect to the Notes.

(b) Promptly after the execution of any amendment (of this Agreement or any other Transaction Document), the Servicer shall send to the Trustee, the Rating Agencies and each Holder of the Notes a conformed copy of each such amendment.

(c) It shall be necessary, in any consent of Noteholders under this
Section 8.02, to approve the particular form of any proposed amendment. The manner of obtaining such consent and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable regulations as the Trustee may prescribe.

(d) Any amendment or modification effected contrary to the provisions of this Section 8.02 shall be void.

Section 8.03. Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of New York without regard to conflict of laws principles and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 8.04. Notices, etc., to Trustee, Issuer and Servicer. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other document provided or permitted by this Agreement to be made upon, given or furnished to, or filed with any party hereto shall be sufficient for every purpose hereunder if in writing and telecopied or mailed, first-class postage prepaid and addressed to the appropriate address below:

(a) to the Trustee at Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479 (facsimile number (612) 667-3539) or at any other address previously furnished in writing to the Issuer and the Servicer; or

(b) to the Issuer at TRI Funding IV, Inc., 9805 Willows Road, Redmond, Washington 98052 (facsimile number (425) 498-3050), Attention:
Vice President, or at any other address previously furnished in writing to the Trustee, the Noteholders and the Servicer by the Issuer; or

(c) to the Servicer at Trendwest Resorts, Inc., 9805 Willows Road, Redmond, Washington 98052 (facsimile number (425) 498-3050), Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee, the Noteholders and the Issuer; or

(d) to Fitch at One State Street Plaza, New York, New York 10004 (facsimile (212) 514-9879), Attention: Asset-Backed Securities, or at any other address previously furnished in writing to the Trustee, the Noteholders, the Servicer and the Issuer; or

(e) to Moody's at 99 Church Street, New York, New York 10007, Attention: Residential Mortgage Pass-Through Monitoring Group, or at any other address previously furnished in writing to the Trustee, the Noteholders, the Servicer and the Issuer.

Section 8.05. Notices and Other Documents to Noteholders; Waiver. (a) Where this Agreement provides for notice to Noteholders of any event, such notice shall be in writing and sent (i) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (ii) by registered or certified mail with return receipt requested (postage prepaid), or (iii) by a recognized overnight delivery service (with charges prepaid). Any such notice to a Noteholder or its nominee must be sent to (i) such Person at the address specified for such communications in the Note Register, or at such other address as the Noteholder shall have specified to the Trustee in writing and (ii) if specified, to such other Person as shall be identified in writing to the Trustee by each Noteholder or its nominee. Notice under this Section 8.05 will be deemed to be given only when actually received.

(b) Where this Agreement provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(c) Any reports, documents or other communications other than notices to be sent to Noteholders may be telecopied or mailed, first class postage prepaid and shall be addressed to the Noteholders and their nominees and designees, if applicable, as set forth in paragraph (a) above.

Section 8.06. Severability of Provisions. If one or more of the provisions of this Agreement shall be for any reason whatever held invalid, such provisions shall be deemed severable from the remaining covenants and provisions of this Agreement, and shall in no way affect the validity or enforceability of such remaining provisions, the rights of any parties hereto, or the rights of the Trustee or any Noteholder. To the extent permitted by law, the parties hereto waive any provision of law which renders any provision of this Agreement prohibited or unenforceable in any respect.

Section 8.07. Binding Effect. All provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Noteholders. This Agreement may not be modified except by a writing signed by all parties hereto.

Section 8.08. Article Headings and Captions. The article headings and captions in this Agreement are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

Section 8.09. Legal Holidays. In the case where the date on which any action required to be taken, document required to be delivered or payment required to be made is not a Business

Day, such action, delivery or payment need not be made on such date, but may be made on the next succeeding Business Day.

Section 8.10. Assignment for Security for the Notes. The Servicer understands that the Issuer will assign to and grant to the Trustee a security interest in all of its right, title and interest to this Agreement. The Servicer consents to such assignment and grant and further agrees that all representations, warranties, covenants and agreements of the Servicer made herein shall also be for the benefit of and inure to the Trustee and all Holders from time to time of the Notes.

Section 8.11. No Assignment of Servicing Agreement. Notwithstanding anything to the contrary contained herein, except as provided in Sections 5.02 and 5.04 hereof, this Agreement may not be assigned by the Issuer, the Seller or the Servicer (except with respect to the appointment of a subservicer) without the prior written consent of the Holders of Notes representing not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class.

Section 8.12. Counterparts. This Agreement may be executed in one or more counterparts all of which together shall constitute one original document.

Section 8.13. Parties Will Not Institute Insolvency Proceedings. During the term of this Agreement and for one year and one day after the termination hereof, none of the parties hereto or any Affiliate thereof or any Holder of Outstanding Notes (and each Holder of Outstanding Notes so agrees by acceptance of a Note) will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Issuer.

IN WITNESS WHEREOF, the Issuer, Trendwest, the Servicer and the Trustee have caused this Agreement to be duly executed by their respective officers or authorized signatories thereunto duly authorized as of the date and year first above written.

TRI FUNDING IV, INC., as Issuer

By
Name:
Title:

TRENDWEST RESORTS, INC.,
as Servicer and for itself

By
Name:
Title:

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee

By
Name:
Title:

EXHIBIT A

FORM OF
MONTHLY SERVICER'S REPORT

EXHIBIT B

PERMITTED CHANGES TO PROPERTY MANAGEMENT AGREEMENT

1. The right of entry into resort units provision of the agreement may be amended to accommodate emergency situations.

2. The permitted percentage interest that Trendwest has in an entity which contracts with Trendwest may be decreased.

3. The maximum management fees paid to Trendwest may be decreased.

4. The Advances and Reimbursements provision may be amended so that WorldMark will reimburse Trendwest for sums which were advanced by Trendwest at Trendwest's cost rather than at a set interest rate.

5. The provision of the agreement authorizing Trendwest to pay itself its management fee, reimbursements and authorized expenses may be amended to require board approval should Trendwest seek reimbursement of expenses in excess of the budgeted amount for such expenses.

6. The competition provision of the agreement may be amended so that employees and managers of Trendwest and WorldMark may not in any way obtain or retain the services of the other's employees for a period of twelve months following the termination or expiration of the agreement.

7. Information relating to the names and addresses of any person named in the agreement may be updated as necessary.

EXHIBIT C

FORM OF REPORT OF INDEPENDENT ACCOUNTANTS

EXHIBIT 10.3

INDENTURE

among

TRI FUNDING IV, INC.
("Issuer")

and

TRENDWEST RESORTS, INC.
("Servicer")

and

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
("Trustee")

Dated as of November 1, 2000
Providing for

$33,150,000 7.44% Receivables-Backed Notes, Series 2000-1, Class A-1 $65,393,000 7.55% Receivables-Backed Notes, Series 2000-1, Class A-2 $39,411,000 7.78% Receivables-Backed Notes, Series 2000-1, Class B $25,080,000 8.67% Receivables-Backed Notes, Series 2000-1, Class C

TABLE OF CONTENTS

SECTION                                      DESCRIPTION                                                              PAGE
                                                                                                                      ----
Parties................................................................................................................1

Preliminary Statement..................................................................................................1

Granting Clause........................................................................................................1

ARTICLE ONE                  DEFINITIONS...............................................................................2

         Section 1.01.       Definitions...............................................................................2

ARTICLE TWO                  NOTE FORM................................................................................19

         Section 2.01.       Form ....................................................................................19

ARTICLE THREE                THE NOTES................................................................................19

         Section 3.01.       Denomination.............................................................................19
         Section 3.02.       Execution, Authentication, Delivery and Dating...........................................19
         Section 3.03.       Notes as Debt............................................................................20
         Section 3.04.       Registration, Registration of Transfer and Exchange......................................20
         Section 3.05.       Limitation on Transfer and Exchange......................................................21
         Section 3.06.       Mutilated, Destroyed, Lost or Stolen Notes...............................................21
         Section 3.07.       Payment of Principal and Interest; Principal and Interest Rights Preserved...............22
         Section 3.08.       Persons Deemed Owner.....................................................................23
         Section 3.09.       Cancellation.............................................................................24
         Section 3.10.       Book-Entry Registration of Class A Notes, Class B Notes and Class C Notes................24
         Section 3.11.       Notice to Clearing Agency................................................................25
         Section 3.12.       Definitive Notes.........................................................................25

ARTICLE FOUR                 ORIGINAL ISSUANCE OF NOTES; SUBSTITUTIONS OF COLLATERAL..................................26

         Section 4.01.       Conditions to Original Issuance of Notes.................................................26
         Section 4.02.       Security for Notes.......................................................................28
         Section 4.03.       Substitution and Purchase of Receivables; Upgrade Contracts..............................28
         Section 4.04.       Releases.................................................................................30
         Section 4.05.       Trust Estate.............................................................................30
         Section 4.06.       Notice of Release........................................................................31
         Section 4.07.       Opinions as to Trust Estate..............................................................31

ARTICLE FIVE                 SATISFACTION AND DISCHARGE...............................................................31

         Section 5.01.       Satisfaction and Discharge of Indenture..................................................31

ARTICLE SIX                  DEFAULTS AND REMEDIES....................................................................32

         Section 6.01.       Events of Default........................................................................32
         Section 6.02.       Acceleration of Maturity; Rescission and Annulment.......................................33
         Section 6.03.       Collection of Indebtedness and Suits for Enforcement by Trustee..........................34
         Section 6.04.       Remedies.................................................................................34
         Section 6.05.       Optional Preservation of Trust Estate....................................................35
         Section 6.06.       Trustee May File Proofs of Claim.........................................................35
         Section 6.07.       Trustee May Enforce Claims Without Possession of Notes...................................36
         Section 6.08.       Application of Money Collected...........................................................36
         Section 6.09.       Limitation on Suits......................................................................38
         Section 6.10.       Unconditional Right of Noteholders to Receive Principal and Interest.....................38
         Section 6.11.       Restoration of Rights and Remedies.......................................................39
         Section 6.12.       Rights and Remedies Cumulative...........................................................39
         Section 6.13.       Delay or Omission; Not Waiver............................................................39
         Section 6.14.       Control by Noteholders...................................................................39
         Section 6.15.       Waiver of Past Defaults..................................................................40
         Section 6.16.       Undertaking for Costs....................................................................40
         Section 6.17.       Waiver of Stay or Extension Laws.........................................................40
         Section 6.18.       Sale of Trust Estate.....................................................................41
         Section 6.19.       Action on Notes..........................................................................42

ARTICLE SEVEN                THE TRUSTEE..............................................................................42

         Section 7.01.       Certain Duties and Responsibilities......................................................42
         Section 7.02.       Notice of Default........................................................................44
         Section 7.03.       Certain Rights of Trustee................................................................44
         Section 7.04.       Not Responsible for Recitals or Issuance of Notes........................................45
         Section 7.05.       May Hold Notes...........................................................................46
         Section 7.06.       Money Held in Trust......................................................................46
         Section 7.07.       Compensation and Reimbursement...........................................................46
         Section 7.08.       Corporate Trustee Required; Eligibility..................................................47
         Section 7.09.       Resignation and Removal; Appointment of Successor........................................47
         Section 7.10.       Acceptance of Appointment by Successor...................................................48
         Section 7.11.       Merger, Conversion, Consolidation or Succession to Business of Trustee...................48
         Section 7.12.       Co-Trustees and Separate Trustees........................................................49
         Section 7.13.       Rights with Respect to the Servicer......................................................50
         Section 7.14.       Appointment of Authenticating Agent......................................................50
         Section 7.15.       Custodian to Hold Contracts..............................................................52

ARTICLE EIGHT                RESERVED.................................................................................52


ARTICLE NINE                 SUPPLEMENTAL INDENTURES..................................................................52

         Section 9.01.       Supplemental Indentures Without Consent of Noteholders...................................52
         Section 9.02.       Supplemental Indentures with Consent of Noteholders......................................53
         Section 9.03.       Execution of Supplemental Indentures.....................................................54
         Section 9.04.       Effect of Supplemental Indentures........................................................55
         Section 9.05.       Reference in Notes to Supplemental Indentures............................................55

ARTICLE TEN                  REDEMPTION OF NOTES......................................................................55

         Section 10.01.      Optional Purchase of the Collateral; Mandatory Redemption................................55
         Section 10.02.      Notice to Trustee........................................................................55
         Section 10.03.      Notice of Redemption.....................................................................55
         Section 10.04.      Deposit of the Redemption Price..........................................................56
         Section 10.05.      Notes Payable on Redemption Date.........................................................56

ARTICLE ELEVEN               REPRESENTATIONS, WARRANTIES AND COVENANTS................................................56

         Section 11.01.      Representations and Warranties...........................................................56
         Section 11.02.      Covenants................................................................................61
         Section 11.03.      Other Matters as to the Issuer...........................................................67

ARTICLE TWELVE               ACCOUNTS AND ACCOUNTINGS.................................................................67

         Section 12.01.      Collection of Money......................................................................67
         Section 12.02.      Collection Account.......................................................................67
         Section 12.03.      Reserve Account..........................................................................72
         Section 12.04.      Reports by Trustee to Noteholders........................................................73

ARTICLE THIRTEEN             PROVISIONS OF GENERAL APPLICATION........................................................74

         Section 13.01.      Acts of Noteholders......................................................................74
         Section 13.02.      Notices, etc., to Trustee, Issuer, Servicer and the Rating Agency........................75
         Section 13.03.      Notices and Other Documents to Noteholders; Waiver.......................................75
         Section 13.04.      Effect of Headings and Table of Contents.................................................76
         Section 13.05.      Successors and Assigns...................................................................76
         Section 13.06.      Separability.............................................................................76
         Section 13.07.      Benefits of Indenture....................................................................76
         Section 13.08.      Legal Holidays...........................................................................76
         Section 13.09.      Governing Law............................................................................77
         Section 13.10.      Counterparts.............................................................................77
         Section 13.11.      Obligation...............................................................................77
         Section 13.12.      Compliance Certificates and Opinions.....................................................77
         Section 13.13.      Effective Date of Transactions...........................................................78
         Section 13.14.      Parties will Not Institute Insolvency Proceedings........................................78

Signatures............................................................................................................79

EXHIBIT A             Form of Investment Letter

EXHIBIT B             Form of Supplement for Grant of Substitute Contracts and
                      Upgrade Contracts
EXHIBIT C-1           Form of Class A-1 Note
EXHIBIT C-2           Form of Class A-2 Note
EXHIBIT C-3           Form of Class B Note
EXHIBIT C-4           Form of Class C Note
Exhibit D             Note Owner Certificate


SCHEDULE A            Contract Schedule
SCHEDULE B            Targeted Principal Balance Schedule
SCHEDULE C            Custodian Fees and Expenses

INDENTURE, dated as of November 1, 2000 (herein, as amended and supplemented from time to time as permitted hereby, called this "Indenture"), among TRI FUNDING IV, INC., a Delaware corporation (herein, together with its permitted successors and assigns, called the "Issuer"), TRENDWEST RESORTS, INC., an Oregon corporation, as servicer (herein, together with its permitted successors and assigns, called the "Servicer"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").

PRELIMINARY STATEMENT

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Issuer's 7.44% Receivables-Backed Notes, Series 2000-1, Class A-1 (the "Class A-1 Notes"), its 7.55% Receivables-Backed Notes, Series 2000-1, Class A-2 (the "Class A-2 Notes" and, together with the Class A-1 Notes, the "Class A Notes"), its 7.78% Receivables-Backed Notes, Series 2000-1, Class B (the "Class B Notes"), and its 8.67% Receivables-Backed Notes, Series 2000-1, Class C (the "Class C Notes" and together with the Class A Notes and the Class B Notes, the "Notes"). All covenants and agreements made by the Issuer, the Servicer and the Trustee herein are for the benefit and security of the Holders of the Notes. The Issuer, the Servicer and the Trustee are entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the Issuer, the Servicer and the Trustee in accordance with its terms have been done.

GRANTING CLAUSE

To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all of the sums payable under this Indenture and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Trustee, solely in trust and as collateral security as provided in this Indenture, for the ratable benefit of the Holders of each Class of Notes, respectively, all of the Issuer's rights, title and interest in and to the following whether now owned or hereafter acquired and any and all benefits accruing to the Issuer from: (a) the Receivables, the Contracts, including all proceeds of the Contracts, the Receivables and all payments received on or with respect to the Contracts and the Receivables and due after the applicable Cut-Off Date; (b) the Contract Files and the Custodian Files; (c) the Related Security; (d) the Receivables Purchase Agreement; (e) the Servicing Agreement; (f) the Custodian Agreement; (g) all amounts from time to time on deposit in the Collection Account, the Local Account and the Reserve Account (including any Eligible Investments and other property in such accounts); and
(h) proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (all of the foregoing being

hereinafter referred to as the "Collateral" or "Trust Estate"). The Trust Estate will not include the Contracts and the related Receivables and Related Security that are released from the lien of the Trustee on each Payment Date pursuant to the terms of this Indenture.

The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein required to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.

ARTICLE ONE

DEFINITIONS

Section 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms.

"Acquisition Consideration": The meaning specified in the Receivables Purchase Agreement.

"Act": With respect to any Noteholder, the meaning specified in Section 13.01.

"Affiliate": At any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of such first mentioned Person or any Person of which such first mentioned Person beneficially owns or holds, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests; provided, however, neither WorldMark nor JELD-WEN, inc. shall be deemed to be Affiliates of the Issuer. As used in this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"Aggregate Collateral Value": As of any date, the sum of the aggregate of the Collateral Values outstanding at such date; provided, however, that the Collateral Value of any Defaulted Contract shall not be included in the calculation of Aggregate Collateral Value in any Due Period after the Due Period in which such Contract or Mortgage Loan became a Defaulted Contract.

"Asset Assignment": The meaning specified in the Receivables Purchase Agreement.

"Assets": The meaning specified in the Receivables Purchase Agreement.

"Authenticating Agent": Any entity appointed by the Trustee pursuant to
Section 7.14 hereof, which initially shall be the Trustee.

"Board of Directors": Either the board of directors of the Issuer or of the Servicer, as the context requires, or any duly authorized committee of such Board.

"Board Resolution": A copy of a resolution delivered to the Trustee and certified by the Secretary or an Assistant Secretary of the Servicer or the Issuer, as the case may be, to have been duly adopted by its respective Board of Directors and to be in full force and effect on the date of such certification.

"Book-Entry Class A Notes": Book-Entry Class A-1 Notes or Book-Entry Class A-2 Notes, as applicable.

"Book-Entry Class A-1 Notes": Beneficial interests in the Class A-1 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 3.10.

"Book-Entry Class A-2 Notes": Beneficial interests in the Class A-2 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 3.10.

"Book-Entry Class B Notes": Beneficial interests in the Class B Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 3.10.

"Book-Entry Class C Notes": Beneficial interests in the Class C Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 3.10.

"Business Day": Any day other than a Saturday, a Sunday or a day on which banking institutions in New York City or in the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to close.

"Calculation Date": The last day of a Due Period.

"Calculation Receivables": All Receivables that are not more than 90 days delinquent as of the close of business on the related Calculation Date.

"Cede & Co.": The initial registered holder of the Class A Notes, the Class B Notes and the Class C Notes, acting as nominee of The Depository Trust Company.

"Class": Any of the Class A Notes, the Class B Notes or the Class C Notes.

"Class A Note Owner": With respect to a Book-Entry Class A Note, the Person who is the beneficial owner of such Book-Entry Class A Note as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

"Class A Notes": The definition set forth in the Preliminary Statement.

"Class A Principal Distribution Amount": With respect to each Payment Date (a) prior to Stated Maturity and (i) during any time other than during a Trigger Event Period, an amount equal to the lesser of (A) the amount necessary to reduce the principal balance of the Class A Notes to the Targeted Credit Enhancement Level with respect to such Class and such Payment Date and (B) the amount available in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(vi) of Section 12.02(d); provided, however, the amount in clause (a)(vii) shall be paid first to the holders of the Class A-1 Notes until the Class A-1 Notes are paid in full, then to the holders of the Class A-2 Notes until the Class A-2 Notes are paid in full; and (ii) during a Trigger Event Period, the amount in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(vi) of Section 12.02(e) until the Class A Notes have been paid in full; and (b) at Stated Maturity, an amount equal to the aggregate principal amount of Class A Notes Outstanding as of such date.

"Class A Supplemental Principal Distribution Amount": With respect to each Payment Date on and after the Payment Date occurring in December, 2003 and not during a Trigger Event Period, an amount equal to the lesser of (i) the amount necessary to reduce the principal balance of the Class A Notes to the Targeted Principal Balance with respect to the Class A Notes and such Payment Date, and (ii) the amount available in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(x) of
Section 12.02(d). Prior to the Payment Date occurring in December, 2003, the Class A Supplemental Principal Distribution Amount shall equal zero.

"Class A-1 Note Rate": 7.44% per annum.

"Class A-1 Noteholder": Cede & Co. or a holder of a Definitive Class A-1 Note.

"Class A-1 Notes": The definitions set forth in the Preliminary Statement.

"Class A-2 Note Rate": 7.55% per annum.

"Class A-2 Noteholder": Cede & Co. or a holder of a Definitive Class A-2 Note.

"Class A-2 Notes": The definition set forth in the Preliminary Statement.

"Class B Noteholder": Cede & Co. or a holder of a Definitive Class B Note.

"Class B Note Owner": With respect to a Book-Entry Class B Note, the Person who is the beneficial owner of such Book-Entry Class B Note as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

"Class B Note Rate": 7.78% per annum.

"Class B Notes": The definition set forth in the Preliminary Statement.

"Class B Principal Distribution Amount": With respect to each Payment Date (a) prior to Stated Maturity and (i) not during a Trigger Event Period, an amount equal to the lesser of (A) the amount necessary to reduce the principal balance of the Class B Notes to the Targeted Credit Enhancement Level with respect to such Class and such Payment Date and (B) the amount available in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(vii) of Section 12.02(d); and (ii) during a Trigger Event Period, the amount in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(vii) of Section 12.02(e) until the Class B Notes have been paid in full; and (b) at Stated Maturity, an amount equal to the aggregate principal amount of Class B Notes Outstanding as of such date.

"Class B Supplemental Principal Distribution Amount": With respect to each Payment Date on and after the Payment Date occurring in December, 2003 and not during a Trigger Event Period, an amount equal to the lesser of (i) the amount necessary to reduce the principal balance of the Class B Notes to the Targeted Principal Balance with respect to the Class B Notes and such Payment Date and (ii) the amount available in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(xi) of
Section 12.02(d). Prior to the Payment Date occurring in December, 2003, the Class B Supplemental Principal Distribution Amount shall equal zero.

"Class C Noteholder": Cede & Co. or a holder of a Definitive Class C Note.

"Class C Note Owner": With respect to a Book-Entry Class C Note, the Person who is the beneficial owner of such Book-Entry Class C Note as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

"Class C Note Rate": 8.67% per annum.

"Class C Notes": The definition set forth in the Preliminary Statement.

"Class C Principal Distribution Amount": With respect to each Payment Date (a) prior to Stated Maturity and (i) not during a Trigger Event Period, an amount equal to the lesser of (A) the amount necessary to reduce the principal balance of the Class C Notes to the Targeted Credit Enhancement Level with respect to such Class and such Payment Date and (B) the amount available in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(viii) of Section 12.02(d); and (ii) during a Trigger Event Period, the amount in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses (i)-(viii) of Section 12.02(e) until the Class C Notes have been paid in full; and (b) at Stated Maturity, an amount equal to the aggregate principal amount of Class C Notes Outstanding as of such date.

"Class C Supplemental Principal Distribution Amount": With respect to each Payment Date on and after the Payment Date occurring in December, 2003 and not during a Trigger Event Period, an amount equal to the lesser of (i) the amount necessary to reduce the principal balance of the Class C Notes to the Targeted Principal Balance with respect to the Class C Notes and

such Payment Date and (ii) the amount available in the Collection Account from the related Due Period after the payment of the amounts set forth in clauses
(i)-(xii) of Section 12.02(d). Prior to the Payment Date occurring in December, 2003, the Class C Supplemental Principal Distribution Amount shall equal zero.

"Clearing Agency": An organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.

"Clearing Agency Participant": A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

"Closing Date": November 16, 2000, the date that the Transaction Documents are originally executed and delivered by the parties thereto.

"Club" or "WorldMark": WorldMark, The Club, a California mutual benefit corporation, and its successors in interest.

"Code": The Internal Revenue Code of 1986, as amended.

"Collateral": The meaning specified in the Granting Clause of this Indenture.

"Collateral Value": With respect to each Receivable as of any date of determination, the amount of principal outstanding with respect to such Receivable at the end of such date (without giving effect to any write-off or writedown of such Receivable).

"Collection Account": The account or accounts with that name with that name created and maintained pursuant to Section 12.02 hereof.

"Contract Files": The meaning specified in the Receivables Purchase Agreement.

"Contract Schedule": The listing of Contracts, including Mortgage Loans, and Receivables on Schedule A hereto as amended from time to time, which shall include with respect to each Contract listed on such schedule: (a) its identifying number, (b) the name and mailing address of the related Obligor, (c) the original number of months to maturity, (d) the number of months to maturity as of the related Cut-Off Date, (e) the interest rate of the Receivable, (f) its date of origination, (g) the original principal balance, (h) the Collateral Value as of the related Cut-Off Date, (i) the maturity date, (j) the monthly payment amount, (k) the paid-through date, (l) the first payment date, (m) the date of sale, and (n) the related number of Vacation Credits, if applicable.

"Contracts": The retail installment contracts or Mortgage Loans, as applicable (and all rights with respect thereto, including all guaranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of any such contract and all rights with respect to the Related Security to the extent specifically related to any such contract), which are acquired by the Issuer from time to time pursuant to the Receivables Purchase

Agreement and identified on the Contract Schedule attached hereto as Schedule A, plus Substitute Contracts and Upgrade Contracts, and any amendments, riders and annexes thereto; provided that, from and after the date on which a Receivable relating to a Contract or Mortgage Loan is purchased or substituted by the Issuer or Trendwest in accordance with Se