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 Section 4.03 hereof or released pursuant to Section 4.04 hereof, such Contract shall no longer constitute a "Contract" for purposes of the Transaction Documents.

"Controlling Class": The Class A Notes until the Class A Notes are paid in full, then the Class B Notes until the Class B Notes are paid in full, then the Class C Notes.

"Corporate Trust Office": The principal corporate trust office of the Trustee located at Sixth Street and Marquette Avenue, MAC N9311-161 Minneapolis, Minnesota 55479, or at such other address as the Trustee may designate from time to time by notice to the Noteholders, the Servicer and the Issuer, or the principal corporate trust office of any successor Trustee.

"Custodian": Wells Fargo Bank Minnesota, National Association, a national banking association, and its permitted successors and assigns.

"Custodian Agreement": The Custodian Agreement, dated as of November 1, 2000, by and among the Custodian, the Servicer, the Issuer and the Trustee, as amended and supplemented from time to time.

"Custodian Fee": The fees and expenses of the Custodian, which are set forth on Schedule C hereto.

"Custodian Files": The meaning set forth in the Receivables Purchase Agreement.

"Cut-Off Date": With respect to Contracts pledged to the Trustee on the Closing Date, the Initial Cut-Off Date and with respect to any Substitute Contract or Upgrade Contract, the date on which such Contract is pledged to the Trustee by the Issuer.

"Default": Any occurrence or circumstance which with notice or the lapse of time or both would become an Event of Default.

"Default Rate": For any Due Period, the sum of the Collateral Values as of the Calculation Date occurring in such Due Period of all Contracts that became Defaulted Contracts in such Due Period and remained Defaulted Contracts as of the end of business on such Calculation Date divided by the Aggregate Collateral Value on the Calculation Date immediately preceding such Due Period.

"Defaulted Contract": The Contract related to a Defaulted Receivable.

"Defaulted Receivable": A Receivable shall become a Defaulted Receivable at the earliest of (i) the date on which the Servicer receives notice that the related Obligor has (or, if a Receivable has two Obligors, both Obligors have) become the subject of bankruptcy proceedings, (ii) the Calculation Date on which any portion of the related Receivable would (if such

Receivable were owned by Trendwest) be written off Trendwest's financial statements or books of account or would otherwise be deemed uncollectible in the normal course of business (for reasons other than disputes of amounts owed with respect to such Receivable), (iii) the Calculation Date on which all or part of any Scheduled Payment with respect to such Receivable has not been received and remains unpaid for a period of 180 or more days as of such Calculation Date or
(iv) the date on which the related Obligor has (or, if a Contract has two Obligors, both Obligors have) given notice to the Servicer, or the Servicer otherwise has reason to believe, that such Receivable will not be paid (for reasons other than disputes of amounts owed with respect to such Receivable).

"Definitive Note": A definitive, fully registered Note of Class A-1, Class A-2, Class B, or Class C issued pursuant to Section 3.10.

"Delinquent Contract": As of any Calculation Date, a Contract (a) as to which a Scheduled Payment was not received by or on behalf of the Issuer within 60 days of when such Scheduled Payment was due and remains unpaid as of such Calculation Date and (b) that is not a Defaulted Contract.

"Delivery Date": The date on which a Note is issued in accordance with this Indenture.

"Depository Agreement": The letter of representations, between the Issuer and the Depository Trust Company, as Clearing Agency.

"Determination Date": The fifth day preceding each Payment Date or, if such day is not a Business Day, the preceding Business Day.

"Due Date": With respect to each Receivable, the date of the month on which payment is due thereunder.

"Due Period": As to any Determination Date or Payment Date, as the case may be, the period beginning on and including the first day and ending at the end of the last day of the calendar month preceding the month in which such Determination Date or Payment Date, as the case may be, occurs; provided, however, that the initial Due Period shall be the period from and including November 1, 2000 through November 30, 2000.

"Eligible Account": A segregated account, which may be an account maintained with the Trustee, which is maintained with a depository institution or trust company whose long term unsecured debt obligations are rated at least A-1 by Moody's and at least F1 by Fitch (if rated by Fitch).

"Eligible Investments": Any and all of the following:

(i) direct obligations of, and obligations fully guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;

(ii) (A) demand and time deposits in, certificates of deposit of, banker's acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and/or state authorities, so long as at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company has the highest short term unsecured debt rating of Moody's and Fitch (if rated by Fitch) and provided that each such investment has an original maturity of no more than 180 days, and (B) any other demand or time deposit or deposit which is fully insured by the Federal Deposit Insurance Corporation;

(iii) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any State thereof which has a long term unsecured debt rating in the highest available rating category of Moody's and Fitch (if rated by Fitch) at the time of such investment;

(iv) commercial paper having, or demand notes constituting an investment vehicle in commercial paper having, an original maturity of less than 180 days and issued by an institution having a short term unsecured debt rating in the highest available rating category of Moody's and Fitch (if rated by Fitch) at the time of such investment (the issuer of any demand notes under this paragraph (iv) must also be an institution that satisfies the unsecured debt rating test specified in this paragraph (iv));

(v) a guaranteed investment contract issued by an insurance company or other corporation having a long term unsecured debt rating or a claims paying ability rated in the highest available rating category of Moody's and Fitch (if rated by Fitch) at the time of such investment; and

(vi) money market funds having ratings in the highest available rating category of Moody's and Fitch (if rated by Fitch) at the time of such investment (any such money market funds which provide for demand withdrawals being conclusively deemed to satisfy any maturity requirements for Eligible Investments set forth herein), including money market funds of the Trustee and any such funds that are managed by the Trustee or any of its Affiliates or for which the Trustee or any Affiliate of the Trustee acts as advisor.

Any Eligible Investments may be purchased by or through the Trustee or any of its Affiliates.

"Event of Default": The meaning specified in Section 6.01 hereof.

"Final Due Date": With respect to each Receivable, the last Due Date specified in the related Contract.

"Final Payment Date": With respect to any Class, the date on which the final principal payment on the Notes of such Class becomes due and payable as therein or herein provided, whether at the Stated Maturity or by acceleration or redemption.

"Fitch": Fitch, Inc. and its successors in interest.

"Fractional Interest": A fee simple 1/13 interest in a condominium unit at a Resort.

"Grant": To grant, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm. A Grant of the Contracts the Receivables or of any other instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including, without limitation, the immediate and continuing right to claim, collect, receive and receipt for payments in respect of the Contracts, the Mortgage Loans, and the Receivables, or any other payment due thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise, and generally to do and receive anything which the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

"Holder" or "Noteholder": The person in whose name a Note is registered in the Note Register.

"Indenture" or "this Indenture": This instrument as originally executed as from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended. All references in this Indenture to designated "Articles," "Sections," "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed, or if amended or supplemented, as so amended and supplemented. The words "herein," "hereof," "hereunder" and other words of similar import, when not related to a specific subdivision of this Indenture, refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

"Independent": When used with respect to any specified Person means such a Person, who (1) is in fact independent of the Issuer, (2) does not have any direct financial interest or any material indirect financial interest in the Issuer or in any Affiliate of the Issuer, (3) is not connected with the Issuer as an officer, employee, promoter, underwriter, Trustee, partner, director, a person performing similar functions and (4) is not a brother, sister, spouse, parent or child of any Person listed in clauses (2) and (3) above; provided, that WorldMark shall not be deemed to be Independent of the Issuer or its Affiliates. Whenever it is herein provided that any Independent Person's opinion or certificate shall be furnished to the Trustee, such Person shall be appointed by a Issuer Order and approved by the Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof.

"Initial Aggregate Collateral Value": $179,557,675.46.

"Initial Cut-Off Date": The close of business on October 31, 2000.

"Initial Payment Date": December 15, 2000, the first Payment Date following the Closing Date.

"Initial Purchaser": Banc One Capital Markets, Inc.

"Interest Shortfall Payment": The definition set forth in Section 3.07(a).

"Issuer": TRI Funding IV, Inc., a Delaware corporation, until a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter "Issuer" shall mean such successor Person.

"Issuer Order" and "Issuer Request": A written order or request signed in the name of the Issuer by the Chairman of the Board, President, a Vice President, the Treasurer or Secretary of the Issuer and delivered to the Trustee.

"Lien": Any mortgage, deed of trust, pledge, hypothecation, assignment, participation or equity interest, deposit arrangement, encumbrance, charge, lien (statutory or other), preferences priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

"Loan Documents": The meaning specified in the Receivables Purchase Agreement.

"Local Bank": The meaning specified in the Servicing Agreement.

"Local Account": The meaning specified in the Servicing Agreement.

"Monthly Servicer's Report": The report prepared by the Servicer pursuant to Section 4.01 of the Servicing Agreement.

"Moody's": Moody's Investors Service and its successors in interest.

"Mortgage": The mortgage or deed of trust security for the Obligor's obligations under such Obligor's Mortgage Note.

"Mortgage Loan": A loan made by Trendwest to an Obligor for the purchase of a Fractional Interest, as evidenced by the Mortgage Note, the Mortgage and the purchase agreement related to such loan.

"Mortgage Note": The promissory note made by an Obligor in connection with such Obligor's purchase of a Fractional Interest.

"Note" or "Notes": The notes authenticated and delivered under this Indenture.

"Note Owner": A Class A Note Owner, Class B Note Owner or Class C Note Owner, as the case may be.

"Note Owner Certificate": The certificate of a Note Owner or transferee thereof attached as Exhibit D hereto.

"Note Purchase Agreement": The Note Purchase Agreement, dated as of November 7, 2000, among the Issuer, Trendwest and the Initial Purchaser.

"Note Rate": The Class A-1 Note Rate, the Class A-2 Note Rate, the Class B Note Rate or the Class C Note Rate, as applicable.

"Note Register" and "Note Registrar": The respective meanings specified in Section 3.04 hereof.

"Noteholder" or "Holder": The Person in whose name a Note is registered in the Note Register.

"Obligor": The borrower under each Contract, including any guarantor of such borrower, and their respective successors and assigns.

"Officer's Certificate": A certificate signed by the Chairman of the Board, the President, a Vice President, the Treasurer, the Controller, an Assistant Treasurer or the Secretary of the company on whose behalf the certificate is delivered, and delivered to the Trustee, which certificate shall comply with the applicable requirements of Section 13.12 hereof or, with respect to Officer's Certificates delivered pursuant to the Servicing Agreement, shall set forth the information required by the applicable provision of the Servicing Agreement. Unless otherwise specified, any reference in this Indenture to an Officer's Certificate shall be to an Officer's Certificate of the Issuer on behalf of the Issuer.

"Opinion of Counsel": A written opinion of counsel who may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer and who shall be reasonably satisfactory to the Trustee and which opinion shall comply with the applicable requirements of Section 13.12 hereof.

"Outstanding": With respect to the Notes, as of any date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation; and

(ii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, unless proof satisfactory to the Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that for purposes of determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer or any other obligor upon such Notes, any Affiliate of the Issuer or Trendwest shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only such Notes which the Trustee knows to be so owned shall be so disregarded.

"Overdue Interest": The meaning set forth in Section 3.07(a).

"Overdue Contract Payment": With respect to a Due Period and a Delinquent Contract, all payments due in a prior Due Period that the Servicer receives from or on behalf of an Obligor during the related Due Period on such Delinquent Contract, including any Servicing Charges.

"Paying Agent": The Trustee or any other Person that meets the eligibility standards for the Trustee specified in Section 7.08 hereof and is authorized by the Issuer pursuant to Section 11.15(o) hereof to pay the principal of, or interest on, any Notes on behalf of the Issuer.

"Payment Date": The fifteenth day of each calendar month (or if such day is not a Business Day, the next succeeding Business Day) commencing on the Initial Payment Date.

"Person": Any individual, corporation, limited liability company, partnership, association, joint-stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

"Principal Distribution Amount": The Class A Principal Distribution Amount, the Class B Principal Distribution Amount or the Class C Principal Distribution Amount, as applicable.

"Private Placement Memorandum": The Private Placement Memorandum, dated November 7, 2000, relating to the offering of the Notes.

"Proceeding": Any suit in equity, action at law or other judicial or administrative proceeding.

"Purchase and Substitution Limit": 13% of the aggregate Collateral Values of all Receivables pledged by the Issuer to the Trustee on the Closing Date measured as of the Initial Cut-Off Date.

"Purchase Price": With respect to any Contract or interest therein repurchased by the Issuer or Trendwest, as the case may be, pursuant to Section 3.03 of the Receivables Purchase Agreement, Section 4.03 hereof or Section 3.10(b) of the Servicing Agreement, the sum of (i) the Collateral Value of the related Receivable on the Calculation Date on or immediately succeeding the date when the Receivable is repurchased and (ii) any interest portion of Scheduled Payments with respect to such Receivable due on or prior to such Calculation Date but not received through such Calculation Date.

"Rating Agencies": Each of Fitch and Moody's.

"Receivables": With respect to any Contract, all of, and the right to receive all of (i) the Scheduled Payments, (ii) any Residual Proceeds, (iii) any Recoveries and (iv) any Servicing Charges.

"Receivables Purchase Agreement": The Receivables Purchase Agreement, dated as of November 1, 2000, by and among Trendwest, TW Holdings II, TW Holdings III and the Issuer, as amended and supplemented from time to time, together with the Asset Assignment executed in connection therewith.

"Record Date": With respect to any Payment Date, the close of business on the last day of the related Due Period, whether or not a Business Day, except with respect to the Initial Payment Date for the Notes, the Record Date shall be the Closing Date.

"Recoveries": For any Due Period occurring during or after the date on which any Contract becomes a Defaulted Contract and with respect to such Defaulted Contract, all payments that the Servicer received from or on behalf of an Obligor during such Due Period in respect of such Defaulted Contract or from liquidation or reselling the Related Security (including purchases by Trendwest pursuant to Section 3.10(e) of the Servicing Agreement), including but not limited to Scheduled Payments, Overdue Contract Payments and Guaranty Amounts, as reduced by any reasonably incurred out-of-pocket expenses incurred by the Servicer in enforcing such Defaulted Contract.

"Redemption Date": A date fixed pursuant to Section 10.01 hereof.

"Redemption Price": With respect to any Note, and as of any Redemption Date, the Outstanding principal amount of such Note, together with interest accrued thereon through the Redemption Date at the Note Rate (exclusive of installments of interest and principal maturing on or prior to the Redemption Date, payment of which shall have been made or duly provided for to the Holder of such Note on the applicable Record Date or as otherwise provided in this Indenture).

"Redemption Record Date": With respect to any redemption of any Note, a date fixed pursuant to Section 10.01 hereof.

"Registered Holder": The Person whose name appears on the Note Register on the applicable Record Date or Redemption Record Date.

"Reinvestment Income": Any interest or other earnings earned on all or part of the Trust Estate.

"Related Security": With respect to each Contract, the related Fractional Interest or Vacation Credits, as applicable.

"Releasable Receivable": With respect to any Payment Date not occurring during a Trigger Event Period and for which the principal balance of each Class of Notes has been reduced to the Targeted Credit Enhancement Level for such Class and Payment Date and the amount in the Reserve Account is equal to or greater than the Reserve Account Required Balance, any Defaulted Receivable and any Receivable that is more than 90 days delinquent.

"Remittance Date": The Business Day immediately preceding each Payment Date.

"Reserve Account": The trust account created and maintained pursuant to
Section 12.03 hereof.

"Reserve Account Required Balance": As of any Payment Date, an amount equal to the greater of (i) $800,000 and (ii) the product of (a) 3.0% and (b) the principal balance of the Notes Outstanding as of such Payment Date (after any distributions made pursuant to Section 12.02, on such date).

"Residual Proceeds": With respect to a Contract that is not a Defaulted Contract and the Related Security, the net proceeds of any resale or other disposition of such Related Security.

"Responsible Officer": When used with respect to the Trustee, any officer assigned to the Corporate Trust Department (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

"S&P": Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors in interest.

"Sale": The meaning specified in Section 6.18 hereof.

"Scheduled Payment": With respect to a Payment Date and a Contract, the periodic payment set forth in such Contract due from the Obligor in the related Due Period. Scheduled Payments shall not include any membership dues or other housekeeping payments relating to the use of the Club.

"Servicer": Initially, Trendwest Resorts, Inc., an Oregon corporation, and any successor Servicer appointed pursuant to Section 6.02 of the Servicing Agreement.

"Servicer Event of Default": The meaning set forth in the Servicing Agreement.

"Servicer Fee": On each Payment Date, an amount equal to the product of
(i) one-twelfth of 1.00% and (ii) the Aggregate Collateral Value at the close of business on the related Calculation Date; provided, however, that if Trendwest is no longer acting as Servicer, the Servicing Fee shall be the greater of the Servicing Fee paid to Trendwest and the then current

market rate for servicing the Receivables based on the average of three bids from servicers that service receivables similar to the Receivables.

"Servicing Agreement": The Servicing Agreement, dated as of November 1, 2000, by and among the Issuer, the Servicer and the Trustee, as amended or supplemented from time to time.

"Servicing Charges": The sum of (i) all late payment charges paid by Obligors on Delinquent Contracts after payment in full of any Scheduled Payments due in a prior Due Period and Scheduled Payments for the related Due Period and
(ii) any other incidental charges or fees received from an Obligor, including, but not limited to, late fees, collection fees and bounced check charges.

"Servicing Officers": The meaning set forth in the Servicing Agreement.

"State": Any state of the United States of America and, in addition, the District of Columbia and the Commonwealth of Puerto Rico.

"Stated Maturity": December 15, 2011.

"Subordinated Note": The subordinated note dated as of the Closing Date, made by the Issuer to Trendwest as a part of Acquisition Consideration and the payments of which are subordinated by its terms to distributions made pursuant to clauses (i)-(xiv) of Section 12.02(d) and clauses (i)-(ix) of Section
12.02(e). The form of the Subordinated Note is attached to the Receivables Purchase Agreement as Exhibit C.

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

"Substitute Receivable": The meaning specified in the Receivables Purchase Agreement.

"Supplemental Principal Distribution Amount": With respect to the Class A Notes, the Class A Supplemental Principal Distribution Amount, with respect to the Class B Notes, the Class B Supplemental Principal Distribution Amount and with respect to the Class C Notes, the Class C Supplemental Principal Distribution Amount.

"Targeted Credit Enhancement Level": With respect to the Class A Notes, 45.00%, with respect to the Class B Notes, 23.00%, and with respect to the Class C Notes, 9.00%, of the Aggregate Collateral Value of all Eligible Receivables as of the close of business on the related Calculation Date or, with respect to any Contracts added after the related Calculation Date and prior to such Payment Date, as of the related Cut-Off Date. The percentage of Calculation Receivables providing credit enhancement for a class is calculated as the percentage equivalent of a fraction, the numerator of which is the excess of the aggregate Collateral Value of all Calculation Receivables over the aggregate outstanding principal amount of the Notes of such Class and of any pari passu or senior Class, and the denominator of which is the aggregate Collateral Value of all Calculation Receivables.

"Targeted Principal Balance": With respect to the Class A Notes, the Class B Notes, and the Class C Notes and each Payment Date, the amount set forth on Schedule B attached hereto.

"Transaction Documents": This Indenture, the Note Purchase Agreement, the Servicing Agreement, the Receivables Purchase Agreement, the Custodian Agreement and the Notes.

"Trendwest": Trendwest Resorts, Inc., an Oregon corporation, and its permitted successors and assigns.

"Trigger Event": Any of the following events or conditions: (1) if, as of any Calculation Date, the aggregate Collateral Value of the Receivables that are more than 60 days delinquent, as of each related Calculation Date for the preceding three Due Periods is greater than or equal to 6.0% of the Aggregate Collateral Value as of the related Calculation Date; (2) if, as of any Calculation Date, the aggregate Collateral Value of Defaulted Receivables that became Defaulted Receivables in the related Due Period is greater than or equal to 0.80% of the Aggregate Collateral Value as of the related Calculation Date;
(3) the aggregate Collateral Value of the Receivables that became Defaulted Receivables is greater than or equal to 17% of the aggregate Collateral Value of Receivables pledged to the Trustee on the Closing Date, measured as of their respective Cut-Off Dates; (4) an Event of Default or Servicer Event of Default has occurred and is continuing; (5) (a) WorldMark voluntarily incurs or is any time voluntarily liable for any debt (other than customary trade payables), or any of its property voluntarily is or voluntarily becomes subject to any Liens (other than (i) utility or similar easements or licenses which do not relate to borrowings by WorldMark or (ii) Liens that in the aggregate for all properties do not exceed $100,000), or (b) WorldMark involuntarily incurs or is any time involuntarily liable for any debt, or any of its property involuntarily is or involuntarily becomes subject to any Liens (other than utility or similar easements or licenses which do not relate to borrowings by 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; (6) WorldMark sells, leases or otherwise transfers voluntarily or otherwise, any of its real estate properties or any interest therein so that, in the aggregate, there is a net decrease in Vacation Credits available for member use below 700,000,000; (7) WorldMark exchanges one of its present properties for another property that is worth fewer Vacation Credits than the property so exchanged; or (8) WorldMark has interests in units at fewer than 29 developed resort properties.

"Trigger Event Period": Each period beginning on the Determination Date following the day on which a Trigger Event occurs and ending on the last day of the month in which no Trigger Event occurs or is continuing.

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

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

"Trustee Fee": The fee payable on each Payment Date to the Trustee in consideration for the Trustee's performance of its duties pursuant to this Indenture as Trustee, in an amount equal to the product of (x) one twelfth and
(y) the sum of (i) $3,500 and (ii) the greater of (A) $2,500 and (B) the product of the Trustee Fee Rate and the aggregate principal amount of Outstanding Notes on the preceding Payment Date after giving effect to distributions on such date (or, in the case of the Initial Payment Date, the initial aggregate principal amount of the Notes).

"Trustee Fee Rate": 0.03%.

"TW Holdings II": TW Holdings II, Inc., a Delaware corporation, and its permitted successors and assigns.

"TW Holdings III": TW Holdings III, Inc., a Delaware corporation, and its permitted successors and assigns.

"UCC": The Uniform Commercial Code as it may from time to time be in effect in the applicable State.

"Unreimbursed Servicing Transfer Payments": With respect to any transfer of servicing by the Servicer, any costs or expenses of the Trustee, to the extent not reimbursed by the Servicer or a third-party, including, without limitation, any costs or expenses (including reasonable attorney fees) 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 Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Receivables properly and effectively and of amending this Indenture or any other Transaction Document to reflect such transfer.

"Upgrade": The prepayment of a Contract and entry into a new contract by an Obligor, WorldMark and Trendwest, pursuant to which the Obligor purchases additional Vacation Credits in exchange for an increase in the principal balance owed by the Obligor.

"Upgrade Contract": The new contract entered into by an Obligor, Trendwest and the Club related to an Upgrade by such Obligor. Each Upgrade Contract shall be pledged to the Trustee pursuant to Section 4.03(g) hereof.

"Vacation Credits": The vacation credits financed by an Obligor pursuant to a Contract.

"Vice President": With respect to a member of the Issuer or the Trustee, any vice president, whether or not designated by a number or a word or words added before or after the title "vice president."

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

ARTICLE TWO

NOTE FORM

Section 2.01. Form. The Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes, together with the certificates of authentication, shall be in substantially the form set forth in Exhibits C-1, C-2, C-3 and C-4, respectively, hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes.

The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any manner acceptable to the Trustee and the initial purchasers of the Notes, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

ARTICLE THREE

THE NOTES

Section 3.01. Denomination. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes which may be authenticated and delivered under this Indenture is limited to an aggregate principal amount of $33,155,000, $65,393,000, $39,411,000 and $25,080,000, respectively (except for Notes authenticated and delivered upon registration of transfer or in exchange for or in lieu of, other Notes pursuant to Sections 3.03, 3.04, 3.06 or 9.05 hereof). The Notes shall be issuable only as registered Notes without coupons in the denominations of at least $250,000; provided, however, that, the foregoing shall not restrict or prevent the transfer in accordance with Sections 3.04 and 3.05 hereof of any Note with a remaining outstanding principal amount of less than $250,000.

Section 3.02. Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by the President, one of the Vice Presidents or the Treasurer of the Issuer. The signature of these officers on the Notes must be manual.

Notes bearing the manual signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication or delivery of such Notes or did not hold offices at the date of authentication or delivery of such Notes.

Each Note shall bear on its face the appropriate Delivery Date and be dated as of the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the

form provided for herein executed by the Trustee or by any Authenticating Agent by the manual signature of one of its authorized officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 3.03. Notes as Debt. For all federal, state, local and foreign tax purposes, the Issuer, the Servicer, the Trustee and all Noteholders shall treat the Notes as debt of the Issuer.

Section 3.04. Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept initially at the Corporate Trust Office a register (the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Wells Fargo Bank Minnesota, National Association, Sixth Street and Marquette Avenue, MAC N9303-121, Minneapolis, Minnesota 55479, is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Trustee shall have the right to rely conclusively upon a certificate of the Note Registrar as to the names and addresses of the holders of the Notes and the principal amounts and numbers of such Notes as held. Upon request of any Holder, the Trustee shall, to the extent it may lawfully do so, furnish such Holder with a list of the names and addresses of all Holders entered on the Note Register indicating the principal amount and serial number, if any, of each Note held by each Holder.

(b) Only upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 11.02(n) hereof and subject to the conditions set forth in Section 3.05 and Section 3.06 hereof, the Issuer shall execute, and the Trustee or its agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations, and of a like aggregate principal amount and Stated Maturity.

(c) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount and Stated Maturity, only upon surrender of the Notes to be exchanged at such office or agency, subject to Section 3.06 hereof. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee or its agent shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive.

(d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of such transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Note Registrar) be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.03 or 9.05 hereof not involving any registration of transfer.

Notwithstanding anything else to the contrary contained in this Indenture, the obligation of the Issuer to pay the principal of and interest on the Notes is not a general obligation of the Issuer, but is limited solely to the amounts available out of the Collateral pledged to the Trustee under this Indenture.

Section 3.05. Limitation on Transfer and Exchange. The Notes will not be registered or qualified under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any State. If the Notes of any Class are no longer held by The Depository Trust Company pursuant to Section 3.10, then the restrictions set forth in this Section 3.05 shall apply to transfers of such Notes. In such event, no transfer of any Note shall be made unless that transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under applicable State securities laws. In the event that a transfer is to be made without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver to the Trustee an investment letter substantially in the form set forth on Exhibit A hereto (the "Investment Letter") or (ii) deliver to the Trustee an opinion of counsel that the transfer is exempt from the 1933 Act. Such opinion may be given by an attorney that is an employee or officer of such transferee. Neither the Issuer nor the Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law.

The Trustee shall have no liability to the Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification or opinion described in this Section 3.05.

Section 3.06. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Note Registrar, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Trustee such security or indemnity as may be required by the Trustee to save the Issuer and the Trustee or any agent of any of them harmless, then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and, upon its request, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same tenor, initial principal amount and Stated Maturity, bearing a number not contemporaneously outstanding. If after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such new Note from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer or the Trustee or any agent of any of them in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered.

Upon the issuance of any new Note under this Section 3.06, the Issuer may require from the applicable Holder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section 3.06, in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 3.07. Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) The Notes shall bear interest on the unpaid principal amount thereof at the applicable Note Rate (calculated on the basis of a 360-day year consisting of 12 months of 30 days each), monthly from and including the first day of each Due Period through the last day of such Due Period (except with respect to the Initial Payment Date, from the Closing Date through November 30, 2000) and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of principal or interest (such overdue interest and interest at the applicable Note Rate on such overdue interest, the "Overdue Interest") from the date such principal or interest became due and payable until fully paid. Interest shall be due and payable in arrears on each Payment Date, with each payment of interest calculated as described above on the unpaid principal amount of the Outstanding Notes at the close of business on the Payment Date immediately preceding such Payment Date or, with respect to interest payable on the Initial Payment Date, on the principal amount of the Outstanding Notes on the Closing Date; provided, however, that in making any interest payment, if the interest calculation with respect to any Note shall result in a portion of such payment being less than $.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof. To the extent that there is a shortfall in the amount available to pay the interest owed on the Class A Notes, the amount of interest paid to the holders of each such Class of Class A Notes shall be determined by multiplying the amount available for such distribution by the ratio of the amount of interest (including Overdue Interest) owed on such Class to the amount of interest (including Overdue Interest) owed on all Classes of the Class A Notes (each such amount with respect to each Class, the "Interest Shortfall Payment"). With respect to the Notes of any Class, due but unpaid interest will accrue interest at the related Note Rate.

(b) The principal of each Note shall be payable in installments beginning on the Initial Payment Date ending no later than the Stated Maturity of such Note unless such Note becomes due and payable at an earlier date by declaration of acceleration or automatic acceleration, call for redemption or otherwise. All reductions in the principal amount of any Note effected by payments of installments of principal made on any Payment Date shall be binding upon all future Holders of such Note, and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

Payments of principal on the Notes of each Class will be made on each Payment Date in an amount equal to the sum of (a) the Principal Distribution Amount for such Class and (b) the Supplemental Principal Distribution Amount for such Class (and in the case of the Class A Notes, will be applied to the Notes on a pro rata basis among the Notes of such Class) commencing on the Initial Payment Date, provided, however, that with respect to the Class A Notes during any time other than a Trigger Event Period, the Class A-2 Notes will not be entitled to any payments of principal until the principal amount of the Class A-1 Notes has been reduced to zero. The principal payable on the Notes of each Class shall be paid (to the extent payable in accordance with the terms hereof) on each Payment Date beginning on the Initial Payment Date and ending on the Final Payment Date with respect to such Class (and in the case of the Class A Notes, on a pro rata basis within each Class based upon the face amount of each Note of such Class); provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

(c) The principal of and interest on the Notes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, if requested by such Registered Holder, by wire transfer in immediately available funds to the account specified in writing to the Trustee by such Registered Holder 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 the payment of public and private debts. All payments on the Notes shall be paid without any requirement of presentment. The Issuer shall notify the Trustee at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of such Note will be paid that the Issuer expects that such final installment will be paid on such Payment Date. Notice of final payment on any Note shall be mailed by the Trustee to the Holder of such Note in accordance with Section 12.04(a) hereof. Funds representing any such checks returned undeliverable shall be held in accordance with Section 11.02(o). Upon payment in full of all amounts owed to the Noteholder of any Note, such Note shall be void, and such Noteholder shall use reasonable efforts to return such Note to the Trustee at the Corporate Trust Office for cancellation upon written request of the Trustee or the Issuer. In the event a Noteholder cannot return its Note to the Trustee within 60 days following payment in full of the Note, it shall send the Trustee an affidavit certifying such loss upon request.

Section 3.08. Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

Section 3.09. Cancellation. All Notes surrendered to the Trustee for payment, registration of transfer or exchange (including Notes surrendered to any Person other than the Trustee which shall be delivered to the Trustee) shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 3.09,

except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall be disposed of by the Trustee as is customary with its standard practice.

Section 3.10. Book-Entry Registration of Class A Notes, Class B Notes and Class C Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more typewritten Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes, respectively (the "Book-Entry Class A-1 Notes," the "Book-Entry Class A-2 Notes," the "Book-Entry Class B Notes," and the "Book-Entry Class C Notes" respectively), to be delivered to The Depository Trust Company, the initial Clearing Agency, or its agent by, or on behalf of, the Issuer. Each of the Class A Notes, Class B Notes and Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company, as the initial Clearing Agency, and no Note Owner will receive a definitive note representing such Note Owner's interest in such Note Owner's applicable Class of Notes, except as provided in
Section 3.12. Unless and until Definitive Class A-1 Notes and/or Definitive Class A-2 Notes and/or Definitive Class B Notes and/or Definitive Class C Notes have been issued to the applicable Note Owners pursuant to Section 3.12:

(a) the provisions of this Section 3.10 shall be in full force and effect with respect to the Notes, of each Class of Notes, as the case may be;

(b) the Issuer, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Notes (including the making of distributions on the Notes) as the authorized representatives of the respective Note Owners;

(c) to the extent that the provisions of this Section 3.10 conflict with any other provisions of this Indenture, the provisions of this Section 3.10 shall control; and

(d) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Class A-1 Notes, Definitive Class A-2 Notes, Definitive Class B Notes or Definitive Class C Notes, as the case may be, are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants.

For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, holders of a Class of Notes evidencing a specified percentage of the Outstanding principal amount of such Class, such direction or consent may be given by Note Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning such Notes evidencing the requisite percentage of the Outstanding Principal Amount of such Notes, respectively.

Section 3.11. Notice to Clearing Agency. Whenever notice or other communication to the Noteholders of any Class is required under this Agreement, unless and until Definitive Notes shall have been issued to the related Note Owners pursuant to Section 3.12, the Trustee shall give all such notices and communications specified herein to be given to such Noteholders to the applicable Clearing Agency which shall give such notices and communications to the related Note Owners in accordance with its applicable rules, regulations and procedures.

Section 3.12. Definitive Notes. If (a)(i) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to any or all Classes and (ii) the Trustee or the Issuer is unable to locate a qualified successor, (b) the Issuer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to any or all Classes through the Clearing Agency or (c) after the occurrence of an Event of Default, Note Owners, with respect to a Class of Notes, evidencing not less than 50% of the aggregate unpaid Outstanding principal amount of such Class of Notes, advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system with respect to such Class of Notes through the Clearing Agency is no longer in the best interests of the Note Owners of such Class of Notes, the Trustee shall notify all Owners of such Class of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes, to the Note Owners of such Class of Notes requesting the same. Upon surrender to the Trustee of a Class of Notes, by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Issuer shall execute and the Trustee shall authenticate and deliver the applicable Definitive Notes. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes to the Note Owners of a Class of Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes and the Trustee shall recognize the holders of such Definitive Notes as Noteholders of such Class hereunder.

ARTICLE FOUR

ORIGINAL ISSUANCE OF NOTES; SUBSTITUTIONS OF COLLATERAL

Section 4.01. Conditions to Original Issuance of Notes. (a) The Trustee shall, upon receipt of an Issuer Order and upon the satisfaction of the conditions set forth below, authenticate and deliver the Notes on the Closing Date. The Outstanding Notes shall be equally and ratably entitled, with all other Notes as provided herein, to the benefits of this Indenture without preference, priority or distinction, except as set forth herein, all in accordance with the terms and provisions of this Indenture.

(b) The obligation of the Trustee to authenticate, execute and deliver the Notes is subject to the satisfaction of the following conditions:

(i) the Issuer shall have executed the Notes to be authenticated and delivered on the Closing Date and shall have delivered such Notes to the Trustee on or prior to the Closing Date;

(ii) the Issuer shall have delivered to the Custodian on or prior to the Closing Date the original executed counterpart of each Contract (and the rest of the contents of the related Custodian File) identified in the Contract Schedule on the Closing Date, and the Trustee shall have received a receipt from the Custodian evidencing such delivery;

(iii) the Issuer and the Servicer shall have delivered to the Trustee on or prior to the Closing Date an Officer's Certificate dated as of the Closing Date of each of the Issuer and the Servicer, stating, as applicable, that (A) such Person is not in Default under this Indenture or the Servicing Agreement and that the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, such Person's certificate of incorporation, by-laws or other organizational documents, as applicable, or any material indenture, mortgage, deed of trust or other agreement or instrument to which such Person is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which such Person is a party or by which it may be bound or to which it may be subject; and (B) that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with;

(iv) each of the Issuer, TW Holdings II, TW Holdings III, the Custodian and the Servicer shall have delivered to the Trustee on or prior to the Closing Date a Board Resolution of its board of directors authorizing, as applicable, the execution, delivery and performance of this Indenture and the other Transaction Documents and the transactions contemplated hereby and thereby, certified by an officer of such Person, as applicable;

(v) each of the Issuer, TW Holdings II, TW Holdings III, the Custodian and the Servicer shall have delivered to the Trustee on or prior to the Closing Date a copy of an officially certified document, dated not more than 30 days prior to the Closing Date, evidencing its due organization and good standing;

(vi) each of the Issuer, TW Holdings II, TW Holdings III, the Custodian and the Servicer shall have delivered to the Trustee on or prior to the Closing Date copies of its charter and by-laws certified by its Secretary or an Assistant Secretary;

(vii) the Issuer shall have delivered, or cause to be delivered, to the Trustee, on or prior to the Closing Date, evidence of filing (a) with the Secretary of State of the State of the Issuer's chief executive office, UCC-1 financing statements executed by the Issuer, as debtor, and naming the Trustee for the benefit of the Noteholders as secured party, and the Trust Estate as collateral; and (b) with the Secretary of State of the States in which the chief executive office of each of Trendwest, TW Holdings II and TW Holdings III is located, UCC-1 financing statements executed by the applicable transferor as debtor and naming the Issuer as secured party and naming as collateral the Assets transferred by each transferor pursuant to the Receivables Purchase Agreement;

(viii) the Servicer shall have delivered to the Trustee on or prior to the Closing Date a certificate listing the Servicing Officers of the Servicer as of the Closing Date;

(ix) the Issuer shall have delivered to the Trustee on or prior to the Closing Date an executed copy of the Servicing Agreement and the Receivables Purchase Agreement and all amendments and supplements thereto;

(x) Trendwest, TW Holdings II and TW Holdings III shall have delivered to the Trustee on or prior to the Closing Date an executed copy of the Receivables Purchase Agreement and all amendments and supplements thereto;

(xi) the Custodian shall have delivered to the Trustee on or prior to the Closing Date an Officer's Certificate dated as of the Closing Date stating that the execution, delivery and performance of the Custodian Agreement will not result in a breach of any of the terms, conditions, provisions of, or constitute a default under, the Custodian's certificate of incorporation or by-laws or any material indenture, mortgage, deed of trust or other agreement or instrument to which such Person is a party or by which it is bound, or any order of any court or administrative agency entered into in any proceeding to which the Custodian is a party or by which it may be bound or to which it may be subject; and

(xii) Moody's shall have delivered a letter rating the Class A Notes, the Class B Notes and the Class C Notes at least "Aaa", "A2" and "Baa3," respectively, and Fitch shall have delivered a letter rating the Class A Notes, the Class B Notes and the Class C Notes at least "AAA," "AA-" and "BBB+," respectively.

(xiii) The Issuer shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any UCC financing statements and continuation statements, as are necessary to (x) perfect the grants of security interests by Trendwest, TW Holdings II and TW Holdings III to the Issuer, and (y) perfect and make effective the first priority lien and security interest in the Trust Estate in favor of the Trustee, for the benefit of the Noteholders, created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

Section 4.02. Security for Notes. (a) Filing. The Issuer shall file UCC-1 financing statements described in Section 4.01(b)(vii) hereof in accordance with such Section 4.01(b)(vii). From time to time, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary or deemed by the Trustee to be appropriate to perfect the Trustee's interests in the Contracts, the Receivables and the Mortgage Loans and protect the Trustee's interest in the Vacation Credits against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title.

(b) Name Change or Relocation. If any change in the Issuer's name, identity, structure or the location of its principal place of business or chief executive office occurs, then the Issuer shall deliver 30 days' prior written notice of such change or relocation to the Servicer, the Trustee, the Rating Agency and the Noteholders and no later than the effective date of such change or relocation, the Servicer shall file such amendments or statements as may be required to preserve and protect the Trustee's interests in the Trust Estate.

(c) Chief Executive Office. During the term of this Indenture, the Issuer will maintain its chief executive office and principal place of business in one of the States of the United States.

(d) Costs and Expense. The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Trustee's right, title and interest in and to the Trust Estate.

Section 4.03. Substitution and Purchase of Receivables; Upgrade Contracts. (a) If at any time the Issuer or the Trustee obtains knowledge (within the meaning of 7.01(e) hereof), discovers or is notified by the Servicer that any of the representations and warranties of Trendwest in the Receivables Purchase Agreement were incorrect at the time as of which such representations and warranties were made, then the Person discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture, the Noteholders and Trendwest.

(b) In the event any representation or warranty of Trendwest in the Receivables Purchase Agreement is incorrect and materially and adversely affects the value of a Contract, the related Receivable or the Related Security, or the interests of the Holders of the Notes, or in the event of any 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) of the Receivables Purchase Agreement, then the Issuer shall require Trendwest, pursuant to the Receivables Purchase Agreement, to eliminate or otherwise cure the circumstance or condition which has caused such representation or warranty to be incorrect within 30 days of discovery or notice thereof. If Trendwest fails or is unable to cure such circumstance or condition in accordance with the Receivables Purchase Agreement, then the Issuer shall require Trendwest to substitute or purchase pursuant to the Receivables Purchase Agreement, any Receivable related to any Contract as to which such representation or warranty is incorrect within the time specified in Section 3.03 of the Receivables Purchase Agreement. The Servicer shall deposit, or shall cause to be deposited, into the Local Bank Account upon receipt of such amounts by the Servicer pursuant to Section 3.03 of the Receivables Purchase Agreement.

(c) If the Issuer fails to enforce the purchase or substitution obligation of Trendwest under the Receivables Purchase Agreement, the Trustee is hereby appointed attorney-in-fact to act on behalf of and in the name of the Issuer to require such purchase or substitution.

(d) With respect to any Defaulted Receivable or Delinquent Receivable, the Issuer shall be entitled to purchase the Contract related to such Contract or to deliver a Substitute Contract meeting the same requirements as those specified in Section 3.04 of the Receivables Purchase Agreement for substitutions and purchases by Trendwest upon breaches of a representation or

warranty by Trendwest thereunder; provided, however, that the aggregate Collateral Value of Defaulted Receivables and Substitute Contracts which are purchased or substituted by the Issuer (measured as of the date of substitution) shall not exceed the Purchase and Substitution Limit;

(e) The Issuer shall provide to the Trustee, or with respect to item
(ii) below the Custodian, on the date of delivery of any Substitute Contract the items listed in (i) and (ii) below.

(i) a supplement to the Receivables Purchase Agreement substantially in the form of Annex A to the Receivables Purchase Agreement and Exhibit B hereto, subjecting such Substitute Contract to the provisions thereof and hereof and providing with respect to such Substitute Contract the information set forth in the Contract Schedule; and

(ii) the original executed counterpart of the Contract and the Custodian File relating to such Substitute Contract.

(f) Subject to Section 4.04 hereof, if a Contract becomes a Defaulted Contract, the Issuer may obtain the release from the Lien of this Indenture such Contract by paying to the Trustee out of the amount paid to the Issuer pursuant to clause (xxi) of Section 12.02(d) or clause (xvi) of Section 12.02(e) the Purchase Price for such Defaulted Contract; provided, however, the Issuer cannot obtain such a release if the Collateral Value of all such Defaulted Contracts so released would exceed the amount paid to the Issuer pursuant to such clauses; further provided, that the releases pursuant to this Section 4.03(f) shall be deemed to be releases subject to the Purchase and Substitution Limit as if released pursuant to Section 4.03(b).

(g) If an Obligor desires to enter into an Upgrade Contract and the Issuer purchases such Contract from Trendwest in exchange for the existing Contract pursuant to Section 3.04(d) of the Receivables Purchase Agreement, then the Servicer shall cause Trendwest to deliver such Upgrade Contract to the Custodian on behalf of the Issuer immediately upon execution by Trendwest, WorldMark and the Obligor, and the Issuer shall pledge such Upgrade Contract to the Trustee immediately upon such execution by delivering (i) to the Trustee a supplemental grant in the form of Annex A to the Receivables Purchase Agreement and Exhibit B hereto, subjecting such Upgrade Contract to the provisions thereof and hereof and providing with respect to such Upgrade Contract the information set forth in the Contract Schedule and (ii) to the Custodian the original executed counterpart of the Upgrade Contract and the rest of the contents of the related Custodian File.

Section 4.04. Releases. (a) On each Payment Date not occurring during a Trigger Event Period, the Issuer shall be entitled to obtain a release from the lien of this Indenture for any Contract, the related Receivable and the Related Security at any time (i) after a payment by Trendwest of the Purchase Price of the Receivable, (ii) after a Substitute Contract is substituted for such Contract in accordance with the terms hereof, (iii) upon the purchase of a Contract in accordance with Section 3.10(b) of the Servicing Agreement, or (iv) if the related Receivable is a Releasable Receivable, if the Issuer delivers to the Trustee an Officer's Certificate (A) identifying the Receivable and the related Contract and Related Security to be released, (B) requesting the release thereof, (C) setting forth the amount deposited in the Collection Account with respect thereto, in the event such Contract, the related Receivable and Related

Security are being released from the lien of this Indenture pursuant to (i) or
(iii) above, (D) certifying that the amount deposited in the Collection Account equals (x) the Purchase Price of the Receivable related to such Contract, in the event a Contract, the related Receivable and Related Security are being released from the lien of this Indenture pursuant to (i) above or (y) the entire amount set forth in Section 3.10(b) of the Servicing Agreement with respect to such Contract, the related Receivable and Related Security in the event of a release from the lien of this Indenture pursuant to (iii) above and (E) if Releasable Receivables are to be released, that the Notes of each Class are being paid down to their respective Targeted Credit Enhancement Levels (measured on a pro forma basis after giving effect to such release) and the amount in the Reserve Account is greater than or equal to the Reserve Account Required Balance; provided, however, that upon the termination of a Contract, any residual proceeds from the Related Security shall be placed in the Collection Account prior to the Trustee or the Issuer releasing the Related Security from the security interest granted to the Trustee by the Issuer pursuant to this Indenture or to the Issuer by Trendwest pursuant to the Receivables Purchase Agreement.

(b) Upon satisfaction of the conditions specified in subsection (a) above or upon the satisfaction of the conditions in Section 4.03(e) or the remittance of the Purchase Price by the Issuer pursuant to Section 4.03(d) or
Section 4.03(f) hereof and Section 3.04 of the Receivables Purchase Agreement with respect to a Contract, the Trustee shall release from the lien of this Indenture the Contract, the related Receivable and Related Security described in the Issuer's request for release and shall deliver, or instruct the Custodian to deliver, to or upon the order of the Issuer such Contract and the related Custodian File.

Section 4.05. Trust Estate. When required by the provisions of Articles Four, Six and Twelve hereof, the Trustee shall execute instruments to release property from the lien of this Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article Four shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

Section 4.06. Notice of Release. The Trustee shall be entitled to receive at least 5 days' notice of any action to be taken pursuant to Section 4.04(a) hereof, accompanied by copies of any instruments involved.

Section 4.07. Opinions as to Trust Estate. On or before each anniversary of the Closing Date, the Issuer shall furnish to the Trustee an Opinion of Counsel with respect to each jurisdiction in which a UCC financing statement has been filed against each of Trendwest, TW Holdings II, TW Holdings III, and the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any UCC financing statements and continuation statements as is necessary to maintain the first priority lien and security interest created by this Indenture, and the security interest, if applicable, created by the Receivables Purchase Agreement and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also

describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any UCC financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture and the security interest, if applicable, created by the Receivables Purchase Agreement until the next date a continuation statement must be filed to maintain the Trustee's interest in the Collateral.

ARTICLE FIVE

SATISFACTION AND DISCHARGE

Section 5.01. Satisfaction and Discharge of Indenture. (a) Following payment in full of (i) the Notes, (ii) the fees and charges of the Trustee and
(iii) all other obligations of the Issuer under this Indenture, and the release by the Trustee of the Trust Estate in accordance with Section 5.01(b) hereof, this Indenture shall be discharged.

(b) In connection with the discharge of this Indenture and the release of the Trust Estate, the Trustee shall release from the lien of this Indenture and shall deliver, or instruct the Custodian to deliver, to or upon the order of the Issuer all property remaining in the Trust Estate and shall execute and file, at the expense of the Issuer, UCC financing statements evidencing such discharge and release.

ARTICLE SIX

DEFAULTS AND REMEDIES

Section 6.01. Events of Default. "Event of Default" wherever used herein means any one of the following events:

(1) failure to make any payment of interest as required under this Indenture which failure remains uncured for one Business Day; or

(2) failure to make any payment of principal as required under this Indenture which failure remains uncured for one Business Day after the same becomes due and payable; or

(3) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture, the Note Purchase Agreement, the Receivables Purchase Agreement, the Custodian Agreement or the Servicing Agreement (other than a covenant or warranty default, the observance or performance of which is elsewhere in this Section 6.01 specifically dealt with), or any representation or warranty of the Issuer made in this Indenture, the Note Purchase Agreement, the Receivables Purchase Agreement, the Custodian Agreement, the Servicing Agreement or in any certificate or other writing

delivered pursuant hereto or thereto or in connection herewith or therewith proving to have been incorrect in any material respect as of the time when the same shall have been made and such default shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (except for defaults relating to Sections 4.03 and 11.02(a), (b), (i), (j), (l), (q) and (s) hereof, which shall have no grace period) from the earlier of the Issuer obtaining actual knowledge of, or receiving from the Trustee or any Holder notice of, such default or incorrect representation or warranty; or

(4) the Issuer becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or

(5) the filing of a petition or the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer under the Federal Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency, reorganization, liquidation or other similar law now or hereafter in effect or any arrangement with creditors or appointing a receiver, liquidator, assignee, trustee, or sequestrator (or other similar official) for the Issuer or for any substantial part of its property in an involuntary case, or ordering the winding up or liquidation of the Issuer's affairs, and the continuance of any such petition undismissed or of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(6) the institution by the Issuer of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the institution of bankruptcy or insolvency proceedings against the Issuer, or the filing by the Issuer of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency, reorganization, liquidation or other similar law now or hereafter in effect, or the consent by the Issuer to the filing of any such petition or to the appointment of or possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Issuer or of any substantial part of the Issuer's property, or the making by the Issuer of any assignment for the benefit of creditors, or the admission by either in writing of its inability, or the failure by it generally, to pay its debts as they become due, or the taking of corporate action by the Issuer in furtherance of any such action;

(7) (i) the impairment of the validity of any security interest of the Trustee in the Trust Estate, except as expressly permitted, or
(ii) creation of any encumbrance not otherwise permitted which is not stayed or released within 10 days of the Issuer having knowledge of its creation; or

(8) a default in the observance or performance by Trendwest of its repurchase obligations under Section 3.03 of the Receivables Purchase Agreement.

Section 6.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Note Outstanding occurs and is continuing, then Holders of not less than 66-2/3 % in aggregate principal amount of the Outstanding Notes of the Controlling Class may

declare, by notice in writing to the Trustee and the Issuer, or may direct the Trustee to declare, by notice in writing to the Issuer, the principal of all the Notes to be immediately due and payable, and upon any such declaration, such principal shall become immediately due and payable without any presentment, demand, protest or other notice of any kind (except such notices as shall be expressly required by the provisions of this Indenture), all of which are hereby expressly waived; provided, however, that if an Event of Default under paragraph
(5) or (6) of Section 6.01 hereof occurs with respect to the Issuer, the Notes shall automatically become due and payable without any declaration notice to the Issuer or the Trustee. The Trustee shall send a copy of any such notice to the Rating Agency.

At any time after such a declaration of acceleration has been made, or after such acceleration has automatically become effective, but before any Sale of the Trust Estate has been made or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration or automatic acceleration and its consequences (except that in the case of a payment default on the Notes, the consent of all the Noteholders shall be required to rescind and annul such declaration or automatic acceleration and its consequences) if:

(1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue installments of interest on all Notes,

(B) the principal of any Notes which has become due otherwise than by such declaration of acceleration or automatic acceleration and interest thereon at the rate borne by such Notes from the time such principal first became due until the date when paid, and

(C) all sums paid or advanced, together with interest thereon, by the Trustee or any Noteholder hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Noteholders, their agents and counsel incurred in connection with the enforcement of this Indenture to the date of such payment or deposit; and

(2) all Events of Default, other than the nonpayment of the principal of the Notes which have become due solely by such declaration of acceleration or by automatic acceleration, have been cured or waived as provided in Section 6.15 hereof.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if an Event of Default shall occur and be continuing and the Notes have been declared, or automatically become, due and payable and such declaration or automatic acceleration has not been rescinded and annulled, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and

payable on the Notes for principal and interest, with interest upon the overdue principal and overdue interest at the applicable Note Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Issuer fails to pay such amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust may, institute Proceedings for the collection of the sums so due and unpaid, and prosecute such Proceeding to judgment or final decree, and enforce the same against the Issuer and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.04. Remedies. If an Event of Default shall have occurred and be continuing, the Trustee may do one or more of the following:

(a) institute Proceedings for the collection of all amounts then due and payable on the Notes or under this Indenture, whether by declaration, automatic acceleration or otherwise, enforce any judgment obtained, and collect from the Issuer the monies adjudged due;

(b) take possession of and sell the Trust Estate securing the Notes or any portion thereof or rights or interest therein, at one or more Sales called and conducted in any manner permitted by law;

(c) institute any Proceedings from time to time for the complete or partial foreclosure of the lien created by this Indenture with respect to the Trust Estate securing the Notes;

(d) during the continuance of a default under a Contract, exercise any of the rights of the lender under such Contract; and

(e) exercise any remedies of a secured party under the UCC or any applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Trustee or the Holders of the Notes hereunder;

provided, however, that without the consent of the Holders of not less than all of the Outstanding Notes, the Trustee may not sell or otherwise liquidate any portion of the Trust Estate unless the proceeds of such Sale or liquidation distributable to the Noteholders are sufficient to discharge in full the amounts then due and unpaid upon the Notes for principal and interest, including interest upon the overdue principal at the applicable Note Rate and Overdue Interest.

Section 6.05. Optional Preservation of Trust Estate. If (i) an Event of Default shall have occurred and be continuing with respect to the Notes and (ii) no Notes have been declared, or have automatically become, due and payable, or such declaration or automatic acceleration and its consequences have been annulled and rescinded, the Trustee, upon request from the Holders of a majority in principal amount of the Outstanding Notes, may elect, by giving written notice of such election to the Issuer, to take possession of and retain the Trust Estate securing the Notes intact, collect or cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of such Notes in accordance with the provisions of Article Twelve of this Indenture. If the Trustee is unable to or is stayed from giving such notice to the Issuer for any reason whatsoever, such election shall be effective as of the time of such determination or request, as the case may be, notwithstanding any failure to give such notice, and the Trustee shall give such notice upon the removal or cure of such inability or stay (but shall have no obligation to effect such removal or cure). Any such election may be rescinded with respect to any portion of the Trust Estate securing the Notes remaining at the time of such rescission by written notice to the Trustee and the Issuer from the Holders of a majority in principal amount of the Notes Outstanding of the Controlling Class.

Section 6.06. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other Proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration, automatic acceleration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered to intervene in such Proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 7.07 hereof) and of the Noteholders allowed in such Proceeding, and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such Proceeding is hereby authorized by each Noteholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement,

adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding.

Section 6.07. Trustee May Enforce Claims Without Possession of Notes.
(a) In all Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all of the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

(b) All rights of actions and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any Proceeding relating thereto, and any such Proceedings instituted by the Trustee shall be brought in its own name as Trustee of an express trust, and any recovery whether by judgment, settlement or otherwise shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the benefit of the Holders of the Notes and shall be distributed as set forth in Section 6.08 hereof.

Section 6.08. Application of Money Collected. If the Notes have been declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration or automatic acceleration has not been rescinded or annulled, any money collected by the Trustee with respect to the Notes pursuant to this Article Six or otherwise and any other money that may be held thereafter by the Trustee as security for the Notes, including without limitation the amounts in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, without presentation of any Notes:

FIRST: To the payment to the Trustee of the Trustee Fee, its expenses then due, any Unreimbursed Servicing Transfer Payments, its costs incurred in connection with enforcing the remedies provided for in this Article Six and any other amounts owing to the Trustee under any Transaction Document;

SECOND: To the payment of the Custodian Fee, if not paid by the Servicer;

THIRD: To the payment of all amounts due the Servicer pursuant to Section 3.09 of the Servicing Agreement and, but for the acceleration of the Notes, Section 12.02 hereof;

FOURTH: To the payment of the amounts then due and unpaid upon the Class A Notes for Overdue Interest (to the extent such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Class A Notes) on overdue interest to the Holders of the Class A Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest, treating the two Classes of Class A Notes as one Class; provided, however, if the amount available is insufficient to pay in full the interest owed on the Class A Notes, the

Holders of such Class of Class A Notes shall receive the Interest Shortfall Payment for such Class, on a pro rata basis within such Class;

FIFTH: To the payment of the amounts then due and unpaid upon the Class B Notes for Overdue Interest (to the extent such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Class B Notes) on overdue interest to the Holders of the Class B Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for interest;

SIXTH: To the payment of the amounts then due and unpaid upon the Class C Notes for Overdue Interest (to the extent such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Class C Notes) on overdue interest to the Holders of the Class C Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes for interest;

SEVENTH: To the payment of the remaining outstanding principal balance of the Class A Notes ratably without preference or priority of any kind, treating the two Classes of Class A Notes as one Class;

EIGHTH: To the payment of the remaining outstanding principal balance of the Class B Notes ratably without preference or priority of any kind;

NINTH: To the payment of the remaining outstanding principal balance of the Class C Notes ratably without preference or priority of any kind;

TENTH: To the payment of any surplus to or at the written direction of the Issuer or any other person legally entitled thereto.

Section 6.09. Limitation on Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2) the Holders of not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 30 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such Proceedings; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the Holders of not less than 66-2/3% or more in principal amount of the Outstanding Notes of the Controlling Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes, or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes.

Section 6.10. Unconditional Right of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Noteholders shall have the right, which is absolute and unconditional, to receive payment of the principal, interest, and premium, if any, on such Note as such principal, interest, and premium, if any, becomes due and payable and to institute any Proceeding for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then, and in every case, the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 6.12. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 3.06 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.13. Delay or Omission; Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article Six or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.

Section 6.14. Control by Noteholders. The Holders of not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class, shall have the right to direct the time,

method and place of conducting any Proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:

(1) such direction shall not be in conflict with any rule of law or with this Indenture including, without limitation, any provision hereof which expressly provides for greater percentage of principal of Outstanding Notes;

(2) any direction to the Trustee by the Noteholders to undertake a private Sale of the Trust Estate shall be by the Holders of not less than 66-2/3% in principal amount of Outstanding Notes of the Controlling Class, unless the condition set forth in Section 6.18(b)(ii) hereof is met;

(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; provided, however, that, subject to Section 7.01 hereof, the Trustee need not take any action which a Responsible Officer or Officers of the Trustee in good faith determines might involve it in personal liability or be unjustly prejudicial to the Noteholders not consenting; and

(4) the Trustee has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 7.01(f) hereof.

Section 6.15. Waiver of Past Defaults. The Holders of not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class may on behalf of the Holders of all the Notes waive any past Default hereunder and its consequences, except a Default:

(1) in the payment of the principal of, or premium, if any, or interest on any Note, or a Default described in Sections 6.01(5) and (6) hereof, or

(2) in respect of a covenant or provision hereof which under Article Nine hereof cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.16. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but notwithstanding such assessment, the provisions of this
Section 6.16 shall not apply to any suit instituted by the Trustee, or to any

suit instituted by any Noteholder or group of Noteholders, holding in the aggregate more than 50% in principal amount of the Outstanding Notes of the Controlling Class, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Stated Maturity provided that such suit is not deemed to be frivolous under the applicable rules of civil procedure by such court.

Section 6.17. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not, at any time, insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 6.18. Sale of Trust Estate. (a) The power to effect any sale (a "Sale") of any portion of the Trust Estate pursuant to Section 6.04 hereof shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale.

(b) To the extent permitted by applicable law, the Trustee shall not, in any private Sale, sell to a third party the Trust Estate, or any portion thereof unless:

(i) the Holders of not less than all of the Outstanding Notes, consent to or direct the Trustee to make such Sale; or

(ii) the proceeds of such Sale would not be less than the sum of all amounts due to the Trustee hereunder and the entire unpaid principal amount of the Notes and interest due or to become due thereon on the Payment Date next succeeding such Sale.

(c) The Trustee or the Noteholders may bid for and acquire any portion of the Trust Estate in connection with a public Sale thereof, and in lieu of paying cash therefor, any Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or other amounts owing to such Holder secured by this Indenture, that portion of the net proceeds of such Sale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Trustee or the Noteholders in connection with such Sale. The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against the Notes. The Trustee or the Noteholders may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law.

(d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a Sale thereof. In addition, the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer

to transfer and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(e) The method, manner, time, place and terms of any Sale of all or any portion of the Trust Estate shall be commercially reasonable.

Section 6.19. Action on Notes. The Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.

ARTICLE SEVEN

THE TRUSTEE

Section 7.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default known to the Trustee as provided in subsection (e) below:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith or negligence on its part, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions, which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same and to determine whether or not they substantially conform to the requirements of this Indenture.

(b) In case an Event of Default known to the Trustee as provided in subsection (e) below has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in its exercise, as a reasonable person would exercise or use under the circumstances in the conduct of his or her own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct or bad faith, except that:

(i) this subsection (c) shall not be construed to limit the effect of subsection (a) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts to such judgment;

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction the Holders of a majority (or other such percentage as may be required by the terms hereof) in principal amount of the Outstanding Notes in accordance with Section 6.14 hereof relating to the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture, the Receivables Purchase Agreement or the Servicing Agreement; and

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

(e) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default described in Section 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7) or 6.01(8) hereof or the events specified in Section 4.03(a) hereof unless a Responsible Officer has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default is received by the Trustee at the Corporate Trust Office, and such notice references the Notes generally, the Issuer, the Trust Estate or this Indenture.

(f) The Trustee shall be under no obligation to institute any suit, or to take any remedial action under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its reasonable satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability resulting from the Trustee's negligence or willful misconduct as adjudicated, in connection with any action so taken.

(g) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration or automatic acceleration of the maturity of the Notes, whether such extinguishment occurs through a Sale of the Trust Estate to another person, the acquisition of the Trust Estate by

the Trustee with respect to the Trust Estate (or the proceeds thereof) and the Noteholders and the rights of the Noteholders shall continue to be governed by the terms of this Indenture.

(h) The Trustee shall provide the reports and accountings as required pursuant to Section 12.04 hereof.

(i) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture. The Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenant shall be read into this Indenture and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely on the truth of the statements and corrections of the opinions furnished to the Trustee.

Section 7.02. Notice of Default. Promptly after the occurrence of any Default known to the Trustee (within the meaning of Section 7.01(e) hereof) which is continuing, the Trustee shall transmit by mail to all Holders of Notes, as their names and addresses appear on the Note Register, notice of such Default hereunder known to the Trustee.

Section 7.03. Certain Rights of Trustee. Except as otherwise provided in
Section 7.01,

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other obligation, paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate;

(d) the Trustee may consult with counsel and the written advice of such counsel selected by the Trustee with due care or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, upon reasonable notice and at reasonable times personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney or the supervision of those agents or attorneys, appointed with due care by it hereunder.

Section 7.04. Not Responsible for Recitals or Issuance of Notes. (a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or condition of the Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of Notes or the proceeds thereof or of any money paid to the Issuer or upon Issuer Order under any provisions hereof.

(b) Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any of the Related Security or Contracts, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Trust Estate to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, Trendwest, TW Holdings II, TW Holdings III or the Servicer with any covenant or the breach by the Issuer, Trendwest, TW Holdings II, TW Holdings III or the Servicer of any warranty or representation made hereunder or in any related document or the accuracy of any such warranty or representation, any investment of monies in the Collection Account or the Reserve Account or any loss resulting therefrom, the acts or omissions of the Issuer, Trendwest, TW Holdings II, TW Holdings III, the Servicer or any Obligor, any action of the Servicer taken in the name of the Trustee, or the validity of the Servicing Agreement or the Receivables Purchase Agreement.

(c) The Trustee shall not have any obligation or liability under any Contract by reason of or arising out of this Indenture or the granting of a security interest in such Contract hereunder or the receipt by the Trustee of any payment relating to the Trust Estate pursuant hereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of

the Seller under or pursuant to any Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any Contract.

Section 7.05. May Hold Notes. The Trustee, the Servicer, any Paying Agent, the Note Registrar, any Authenticating Agent or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of any Note, and if operative, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Servicer, Paying Agent, Note Registrar, Authenticating Agent or such other agent.

Section 7.06. Money Held in Trust. Money and investments held in trust by the Trustee or any Paying Agent hereunder shall be held in one or more trust accounts hereunder but need not be segregated from other funds except to the extent required herein or required by law. The Trustee or any Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer or otherwise specifically provided herein.

Section 7.07. Compensation and Reimbursement. The Issuer agrees:

(i) to pay the Trustee the Trustee Fee and any investment income earned by the Trustee pursuant to Section 12.02 (net of losses for which the Trustee is liable pursuant to Section 12.02) (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all Unreimbursed Servicing Transfer Expenses, reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or the Servicing Agreement (including the reasonable compensation and the expenses and disbursements of the Trustee's agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct;

(iii) to indemnify and hold harmless the Trust Estate and the Trustee from and against any loss, liability, expense, damage or injury sustained or suffered pursuant to this Indenture by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Trust Estate or the Trustee (including without limitation any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture), including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the Issuer shall not indemnify the Trustee if such loss, liability, expense, damage or injury is due to the Trustee's negligence or willful misconduct, willful misfeasance or bad faith in the performance of duties. The indemnification of the Trustee provided by this Section 7.07 shall be payable to the Trustee out of funds on deposit in the Collection Account pursuant to subsection 12.02(d)(viii) or 12.02(e)(xvi), as applicable; the Trustee shall have no ability to sell or otherwise liquidate the Contracts in the Trust Estate solely in order to obtain funds to finance this indemnification obligation. The provisions of this indemnity shall

run directly to and be enforceable by an injured person subject to the limitations hereof and this indemnification agreement shall survive the termination of this Indenture; and

(iv) that if insufficient funds are available to pay any fees or expenses owing to the Trustee, then such fees or expenses shall be deferred and payable on the next Payment Date such funds are available.

Upon the occurrence of an Event of Default resulting in an acceleration of maturity of the Notes that has not been rescinded and annulled, the Trustee shall have, as security for the performance of the Issuer under this Section 7.07, a lien ranking senior to the lien of the Notes with respect to which any claim of the Trustee under this Section 7.07 arose upon all property and funds held or collected as part of the Trust Estate by the Trustee in its capacity as such. The Trustee shall not institute any Proceeding seeking the enforcement of such lien against any Trust Estate unless (i) such Proceeding is in connection with a proceeding in accordance with Article Six hereof for enforcement of the lien of this Indenture for the benefit of the Holders of the Notes secured by such Trust Estate after the occurrence of an Event of Default (other than an Event of Default due solely to a breach of this Section 7.07) and a resulting declaration of acceleration or automatic acceleration of maturity of such Notes that has not been rescinded and annulled, or (ii) such Proceeding does not result in or cause a Sale or other disposition of such Trust Estate. All monies so collected by the Trustee shall be applied in accordance with Section 6.08 hereof, and the Trustee shall receive amounts pursuant to Section 6.08 hereof only to the extent that payment thereof will not result in a subsequent Event of Default caused by such payments to the Trustee.

Section 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a trustee hereunder which shall be a corporation or association organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000, or be a member of a consolidated bank holding company with a combined capital and surplus of at least $100,000,000, subject to supervision or examination by Federal or state authority and having an office within the United States of America, and, except with respect to the initial Trustee hereunder, which shall have a commercial paper or other short-term rating of the highest short term rating categories by Moody's and Fitch (if rated by Fitch) or otherwise acceptable to the Holders of not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Seven.

Section 7.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Seven shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10 hereof.

(b) The Trustee may resign at any time by giving 60 days' written notice thereof to the Issuer and to each Noteholder. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

(c) The Trustee may be removed with or without cause by the Act of the Holders of not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class by notice to the Trustee at any time.

(d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause with respect to the Notes, the Holders of not less than 66-2/3% in principal amount of the Outstanding Notes of the Controlling Class or the Issuer, with the written consent of Holders of not less than 66-2/3% in principal amount of Outstanding Notes of the Controlling Class, may appoint a successor Trustee.

(e) The Issuer shall give notice to the Servicer, the Custodian and the Noteholders in the manner provided in Section 13.03 hereof of each resignation and each removal of the Trustee and each appointment of a successor Trustee with respect to the Notes. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Section 7.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer, each Noteholder and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its reasonable out-of-pocket costs and expenses, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07 hereof. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article Seven.

Section 7.11. Merger, Conversion, Consolidation or Succession to Business of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article Seven, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes

have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

Section 7.12. Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer, and the Trustee shall have power to appoint, and, upon the written request of the Trustee, or of the Holders of Notes representing at least 25% of the aggregate principal amount of the Outstanding Notes, the Issuer shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee, either to act as co-Trustee, jointly with the Trustee of all or any part of such Trust Estate, or to act as separate Trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.12. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment.

Should any written instrument from the Issuer be reasonably required by any co-Trustee or separate Trustee so appointed for more fully confirming to such co-Trustee or separate Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer.

Every co-Trustee or separate Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

(i) the Notes shall be authenticated and delivered by, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee;

(ii) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-Trustee or separate Trustee;

(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Board Resolution, may accept the resignation of or remove any co-Trustee or separate Trustee, appointed under this Section

7.12, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-Trustee or separate Trustee without the concurrence of the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee or separate Trustee that has so resigned or been removed may be appointed in the manner provided in this Section 7.12;

(iv) no co-Trustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any co-Trustee or separate Trustee selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.14 hereof; and

(v) any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-Trustee and separate Trustee.

Section 7.13. Rights with Respect to the Servicer. The Trustee's rights and obligations with respect to the Servicer shall be governed by the Servicing Agreement.

Section 7.14. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue or upon exchange, registration of transfer or pursuant to Section 3.06 hereof, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication or the delivery of Notes to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent and delivery of the Notes to the Authenticating Agent on behalf of the Trustee. Each Authenticating Agent shall be acceptable to the Issuer and a majority in principal amount Outstanding of the Noteholders and shall at all times be a corporation having a combined capital and surplus of not less than the equivalent of $50,000,000 and subject to supervision or examination by Federal or state authority or the equivalent foreign authority, in the case of an Authenticating Agent who is not organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 7.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 7.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 7.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or

consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of such Authenticating Agent, shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent; provided, such corporation shall be otherwise eligible under this Section 7.14.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 7.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Notes, if any, with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Note Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 7.14.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 7.14, but the Trustee shall not be entitled to be reimbursed for such payments.

If an appointment is made pursuant to this Section 7.14, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Notes described in the within-mentioned Indenture.

[TRUSTEE]

By
As Authenticating Agent

By
Authorized Signatory

Section 7.15. Custodian to Hold Contracts. The Custodian, as agent (solely for the purpose of perfecting the security interest of the Trustee in the Contracts and the related Custodian Files) and bailee of the Trustee, shall hold each Contract, together with any documents relating thereto that may from time to time be delivered to the Custodian, until such time as such Contract is released from the lien of this Indenture pursuant to the terms hereof. Within 45 days

of the Closing Date, the Custodian will review each Custodian File to determine whether or not such file is complete, and it shall file an exception report with the Issuer, the Trustee and the Servicer within such time period. If an exception is not cured within 75 days of the Closing Date, the related Contract must be repurchased by Trendwest within 30 days of the end of such 75-day period. The Trustee shall have no responsibility or liability for the actions or inactions of the Custodian with respect to such review.

The Trustee shall be under no duty or obligation to inspect, review or examine the Contracts or the related Custodian Files for any purpose, including, without limitation, to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

ARTICLE EIGHT

RESERVED

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Noteholders. The Issuer, the Servicer and the Trustee, without the consent of the Holders of any Notes, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel, will not have a material adverse effect on Noteholders:

(1) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; or

(2) to evidence the succession of another Person to the Issuer, and the assumption by such successor of the covenants of the Issuer herein and in the Notes contained, in accordance with Section 11.02(q) hereof; or

(3) to add to the covenants of the Issuer, for the benefit of the Holders of all Notes, or to surrender any right or power herein conferred upon the Issuer; or

(4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee for the benefit of the Noteholders; or

(5) to evidence the succession of the Trustee pursuant to Article Seven hereof.

No supplemental indenture that permits the issuance of the Notes in coupon form will be of any force and effect unless the Trustee and the Issuer shall have received an Opinion of Counsel to the effect that such amendment will not adversely affect the Issuer's ability to deduct the interest paid on the Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise.

Promptly after the execution by the Issuer, the Servicer and the Trustee of any supplemental indenture pursuant to this Section 9.01, the Issuer shall mail to each Noteholder and to the Rating Agency a copy of such supplemental indenture.

Section 9.02. Supplemental Indentures with Consent of Noteholders. With the consent of the Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes of the Controlling Class, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, the Servicer and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holders of each Outstanding Note affected thereby:

(1) change the Stated Maturity of any Note or the due date of any installment of principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the Note Rate or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment; or

(2) reduce the percentage in principal amount of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Events of Default or their consequences; or

(3) impair or adversely affect the Trust Estate except as otherwise permitted herein; or

(4) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; or

(5) modify any of the provisions of this Section 9.02, except to increase the percentage of Holders of the Outstanding Notes required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or

(6) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this

Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; or

(7) modify any of Sections 6.01(l) or (2), 6.02, 6.03, 6.08, 6.18, 12.02(d), 12.02(e) or 12.02(f) hereof.

It shall be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture.

Promptly after the execution by the Issuer, the Servicer and the Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Holders of the Notes a copy of such supplemental indenture.

Notwithstanding anything to the contrary herein, no supplemental Indenture relating to changing the Notes into notes in bearer form shall be effective until an Opinion of Counsel from a nationally recognized law firm has been delivered to the Trustee to the effect that such supplemental Indenture will not subject the Issuer or the Holders of the Notes to any additional taxes under U.S. federal law.

Section 9.03. Execution of Supplemental Indentures. In executing any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying in good faith upon, an Opinion of Counsel reasonably acceptable to the Trustee stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own duties or immunities under this Indenture or otherwise.

Section 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.05. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

ARTICLE TEN

REDEMPTION OF NOTES

Section 10.01. Optional Purchase of the Collateral; Mandatory Redemption. The Servicer shall have the option to purchase all of the Collateral on any Payment Date (the "Redemption Date") after the Aggregate Collateral Value is less than 10% of the Initial Aggregate Collateral Value for an amount equal to the Aggregate Collateral Value of the Receivables at the Calculation Date, plus any fees due hereunder if the amount of such purchase price is not enough to pay such fees .

The Servicer shall set the Redemption Date and the Issuer shall set the Redemption Record Date and the Issuer shall give notice thereof to the Trustee pursuant to Section 10.02 hereof.

Installments of interest and principal due on or prior to a Redemption Date shall continue to be payable to the Holders of Notes called for redemption as of the relevant Record Dates according to their terms and the provisions of
Section 3.07 hereof.

Section 10.02. Notice to Trustee. In the case of any purchase pursuant to Section 10.01 hereof, the Servicer shall, at least 15 days prior to the Redemption Date, notify the Trustee of such Redemption Date.

Section 10.03. Notice of Redemption. Upon receipt of such notice set forth in Section 10.02 above, the Trustee shall provide notice of redemption pursuant to Section 10.01 hereof by first-class mail, postage prepaid, mailed no later than five Business Days following the date on which such notice was received, to each Holder of Notes whose Notes are to be redeemed, at his address in the Note Register.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price; and

(3) that on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon shall cease to accrue on the Redemption Date if the Redemption Price is paid on such date.

Notice of redemption of Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption of any other Note.

Section 10.04. Deposit of the Redemption Price. On or before the Business Day next preceding any Redemption Date, the Servicer shall deposit with the Trustee or, if there is a Paying Agent, with the Paying Agent an amount of monies sufficient to pay the Redemption Price of all Notes which are to be redeemed on such Redemption Date plus any fees due hereunder if the amount of such deposit net of the Redemption Price is not enough to pay such fees.

Section 10.05. Notes Payable on Redemption Date. Notice of redemption having been given as provided in Section 10.03 hereof, the Notes shall, on the Redemption Date, become due and payable at the Redemption Price and on such Redemption Date (unless the Issuer shall default in the payment of the Redemption Price) such Notes shall cease to bear interest. The Holders of such Notes shall be paid the Redemption Price by the Paying Agent on behalf of the Issuer; provided, however, that installments of principal and interest which are due on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant Record Dates according to their terms and the provisions of Section 3.07 hereof.

If the Holders of any Note called for redemption shall not be so paid, the principal and premium, if any, shall, until paid, bear interest from the Redemption Date at the Note Rate.

ARTICLE ELEVEN

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 11.01. Representations and Warranties. The Issuer hereby makes the following representations and warranties for the benefit of the Trustee and the Noteholders on which the Trustee relies in accepting the Trust Estate in trust and in authenticating the Notes. Such representations and warranties are made as of the Closing Date, but shall survive the transfer, grant and assignment of the Trust Estate to the Trustee.

(a) Organization and Good Standing. The Issuer is a corporation duly organized, validly existing and in good standing under the law of the State of Delaware and each other State where the nature of its business requires it to qualify, except to the extent that the failure to so qualify would not in the aggregate materially adversely affect the ability of the Issuer to perform its obligations under this Indenture, the Notes, the Servicing Agreement, the Note Purchase Agreement, the Custodian Agreement or the Receivables Purchase Agreement.

(b) Authorization. The Issuer has the power, authority and legal right to execute, deliver and perform this Indenture, the Notes, the Receivables Purchase Agreement, the Servicing Agreement, the Note Purchase Agreement and the Custodian Agreement and the execution, delivery and performance of this Indenture, the Notes, the Servicing Agreement, the Note Purchase Agreement, the Custodian Agreement and the Receivables Purchase Agreement have been duly authorized by the Issuer by all necessary action.

(c) Binding Obligation. This Indenture, the Notes, the Servicing Agreement, the Note Purchase Agreement, the Custodian Agreement and the Receivables Purchase Agreement have

been duly executed and delivered by the Issuer, and this Indenture, assuming due authorization, execution and delivery by the Trustee and the Servicer, the Receivables Purchase Agreement, assuming due authorization, execution and delivery by TW Holdings II, TW Holdings III and Trendwest, the Servicing Agreement, assuming due authorization, execution and delivery by the Servicer and the Trustee, the Note Purchase Agreement, assuming due authorization, execution and delivery by the Initial Purchaser, and the Custodian Agreement, assuming due authorization, execution and delivery by the Trustee, the Custodian and the Servicer, each constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether a proceeding at law or in equity.

(d) No Violation. The consummation of the transactions contemplated by the fulfillment of the terms of this Indenture, the Notes, the Servicing Agreement, the Note Purchase Agreement, the Custodian Agreement and the Receivables Purchase Agreement will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the organizational documents or bylaws 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 in the creation or imposition of any Lien upon any of its properties pursuant to the terms of such indenture, agreement, mortgage, deed of trust or other such instrument, other than any Lien created or imposed pursuant to the terms of this Indenture or the Receivables Purchase Agreement, or violate any law or, to the best of the Issuer's knowledge, after due inquiry, any material order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties.

(e) No Proceedings. There are no Proceedings or investigations to which the Issuer, or any of the Issuer's Affiliates, is a party pending, or, to the knowledge of Issuer, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Indenture, the Servicing Agreement, the Receivables Purchase Agreement, the Note Purchase Agreement, the Custodian Agreement or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Receivables Purchase Agreement, this Indenture, the Servicing Agreement, the Note Purchase Agreement, the Custodian Agreement or the Notes 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 Indenture, the Servicing Agreement, the Receivables Purchase Agreement, the Note Purchase Agreement, the Custodian Agreement or the Notes. There are no actions, suits or Proceedings pending, or to the best of Issuer's knowledge, threatened, against or affecting Issuer, or any of its properties, in or before any court, arbitrator or other body. There are no Proceedings pending, or to the best of Issuer's knowledge, threatened, against it or any of its or WorldMark's properties, in or before any court, arbitrator or other body, that could be reasonably expected to have a material adverse effect on

WorldMark or the Issuer's ability to perform its obligations under the Transaction Documents. Issuer is not in default with respect to any order of any court, arbitrator or governmental body.

(f) Approvals. 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 Indenture, the Servicing Agreement, the Note Purchase Agreement, the Custodian Agreement or the Receivables Purchase Agreement and with the valid and proper authorization, issuance and sale of the Notes pursuant to this Indenture and the Note Purchase Agreement (except approvals of State securities officials under Blue Sky laws), have been or will be taken or obtained on or prior to the Closing Date.

(g) Name and Place of Business. The Issuer's legal name is as set forth in this Indenture. The Issuer has not used or done business under any other name in the previous five-year period. The Issuer's principal place of business and chief executive office is located at 9805 Willows Road, Redmond, Washington 98052 or at such other location where all action required by Section 11.02(f) hereof shall have been taken place with respect to the Trust Estate. The Issuer has not used any other address in the previous five-year period.

(h) Transfer and Asset Assignment. Upon the delivery to the Custodian of the Contracts and the filing of the UCC financing statements described in Sections 4.01(b)(vii) and 4.02(a) hereof, the Trustee for the benefit of the Noteholders shall have a first priority perfected security interest in the Receivables, the Contracts, and in the proceeds thereof, except for Liens permitted under Section 11.02(a) and limited to the extent set forth in Section 9-306 of the UCC as in effect in the applicable jurisdiction. All filings (including, without limitation, UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trustee in the Trust Estate (other than the Vacation Credits), including the transfer of the Contracts and the payments to become due thereunder, have been made.

(i) Stockholders of the Issuer. Trendwest is the sole stockholder of the Issuer; all of the stock of the Issuer has been fully paid and is owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase. The Issuer will not permit any stockholder to transfer its stock, other than for estate planning purposes, without the consent of the Holders of a majority in principal amount of Outstanding Notes of the Controlling Class. The Issuer shall ensure that at all times at least one of its directors is an independent director.

(j) Receivables Purchase Agreement. As of the Closing Date, the Issuer has entered into the Receivables Purchase Agreement and the Asset Assignment with TW Holdings II, TW Holdings III and Trendwest relating to its acquisition of the Receivables related to the Contracts identified therein and a security interest in the Related Security, and the representations and warranties made by TW Holdings II, TW Holdings III and Trendwest relating to such Contracts, such Receivables and such interests in the Related Security have been validly assigned to and are for the benefit of the Issuer, the Trustee and the Noteholders and such representations and warranties are true and correct in all material respects.

(k) Bulk Transfer Laws. The transfer, assignment and conveyance of the Contracts and the related Receivables and the grant of a security interest in the Related Security by TW Holdings II, TW Holdings III and Trendwest to the Issuer to the Trustee pursuant to the Receivables Purchase Agreement or by the Issuer pursuant to this Indenture is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(l) Solvency. 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 the Issuer:

(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 the Issuer will be an unreasonably small capital or the remaining assets of the Issuer 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. The Issuer's assets and cash flow enable it to meet its present obligations in the ordinary course of business as they become due.

(m) Tax Returns. All tax returns or extensions required to be filed by the Issuer in any jurisdiction have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Issuer, 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. To the best of the Issuer's knowledge, all such tax returns are true and correct and the Issuer 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 the Issuer are in accordance with generally accepted accounting principles.

(n) Tax Reporting. The Issuer will treat the acquisition of the Contracts, Mortgage Loans and the related Receivables and the security interest in the Related Security as a sale to the Issuer for federal, State and local income tax reporting and accounting purposes.

(o) Subsidiaries. The Issuer has no subsidiaries.

(p) Pension Plans. Each pension plan or profit sharing plan to which the Issuer is a party has been fully funded in accordance with the obligations of the Issuer set forth in such plan.

(q) Constituent Documents. The Issuer will not amend its Certificate of Incorporation or its By-laws without the consent of the Trustee and the Holders of a majority in principal amount of the Outstanding Notes of the Controlling Class.

(r) Private Offering by Issuer. Assuming that the Notes are offered and sold in the manner contemplated in the Note Purchase Agreement and in the Private Placement Memorandum and assuming that the representations made in the representation letters of the purchasers of the Notes are true and correct, the Notes are not required to be registered under Section 5 of the Securities Act in connection with the offer, issuance, sale and delivery thereof as contemplated by the Private Placement Memorandum and the Note Purchase Agreement and neither the Issuer nor any agent acting on its behalf, has taken or will take any action which would subject the offer, issuance, sale or delivery of the Notes to the provisions of Section 5 of the Securities Act or to the registration provisions of any state securities laws of any applicable jurisdiction.

(s) No Untrue Statements of Material Fact. The information furnished or caused to be furnished by the Issuer contained in the Private Placement Memorandum will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any materials concerning the Issuer provided by or on behalf of the Issuer from time to time to holders of the Notes or to prospective purchasers with respect to resales of the Notes pursuant to Rule 144A(d)(4) of the rules and regulations promulgated under the Securities Act, when so provided, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(t) Number of Vacation Credits. As of June 30, 2000, there were 804,045,000 existing Vacation Credits.

(u) Information Regarding Receivables. As of the Initial Cut-Off Date, the information relating to the Receivables provided to the Initial Purchaser by or on behalf of the Issuer was true and correct in all material respects.

(v) 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 in do not exceed, in aggregate, $100,000; and (iii) has not involuntarily incurred and is not involuntarily liable for any debt, nor is any of its property involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such debt and the obligations secured by all such Liens) exceed $1,000,000.

Section 11.02. Covenants. The Issuer hereby makes the following covenants on which the Trustee relies in accepting the Trust Estate in trust and in authenticating the Notes. Such covenants are made as of the Closing Date, but shall survive the transfer, grant and assignment of the Trust Estate to the Trustee.

(a) No Liens. Except for the conveyances and grant of security interests hereunder, the Issuer will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume

or suffer to exist any Lien on any portion of the Trust Estate now existing or hereafter created, or any interest therein prior to the termination of this Indenture pursuant to Section 5.01 hereof; the Issuer will notify the Trustee of the existence of any Lien on any portion of the Trust Estate immediately upon discovery thereof; and the Issuer shall defend the right, title and interest of the Trustee in, to and under the Trust Estate now existing or hereafter created, against all claims of third parties claiming through or under the Issuer; provided, however, that nothing in this Section 11.02(a) shall prevent or be deemed to prohibit the Issuer from suffering to exist upon any of the Trust Estate any Liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Issuer shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

(b) Delivery of Collections. The Issuer agrees to hold in trust and promptly pay to the Servicer all amounts received by the Issuer in respect of the Trust Estate (other than amounts distributed to or for the benefit of the Issuer pursuant to Article Twelve hereof).

(c) Obligations with Respect to Contracts. The Issuer will duly fulfill all obligations on its part to be fulfilled under or in connection with each Contract and will do nothing to impair the rights of the Trustee (for the benefit of the Noteholders) in the Receivables, the Contracts, and any other part of the Trust Estate. As long as there is no event of default under the applicable Contract, the Issuer will not disturb the Obligor's use of the Club in accordance with the rules of the Club.

(d) Compliance with Law. The Issuer will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any governmental authority applicable to the Loan Documents or any part thereof, provided, however, that the Issuer may contest any act, regulation, order, decree or direction in any reasonable manner which shall not materially and adversely affect the rights of the Trustee (for the benefit of the Noteholders) in the Receivables, the Contracts, and the Related Security. The Issuer will comply, in all material respects, with all requirements of law applicable to the Issuer.

(e) Preservation of Security Interest. The Issuer shall execute and file such continuation statements and any other documents which may be required by law or which the Trustee deems appropriate to fully preserve and protect the interest of the Trustee (for the benefit of the Noteholders) in the Trust Estate.

(f) Maintenance of Office, etc. The Issuer will not, without providing 30 days' prior written notice to the Trustee and each Noteholder and without filing such amendments to any previously filed financing statements as the Trustee may require or as may be required in order to maintain the Trustee's perfected security interest in the Trust Estate (other than the Vacation Credits), (a) change the location of its chief executive office, or (b) change its name, identity or corporate structure in any manner which would make any financing statement or continuation statement filed by the Issuer in accordance with the Servicing Agreement or this Indenture seriously misleading within the meaning of Article 9-402(7) of any applicable enactment of the UCC.

(g) Further Assurances. Except as set forth in Section 11.02(e), the Issuer will make, execute or endorse, acknowledge, and file or deliver to the Trustee from time to time such schedules, confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such other steps relating to the Trust Estate, as the Trustee may request and reasonably require.

(h) Notice of Liens. The Issuer shall notify the Trustee and each Noteholder promptly after becoming aware of any Lien on any Trust Estate, except for any Liens for municipal or other local taxes if such taxes shall not at the time be due or payable without penalty.

(i) Activities of the Issuer. The Issuer (a) shall engage in only (1) the acquisition, ownership, selling and pledging of the Assets acquired by the Issuer pursuant to the Receivables Purchase Agreement, and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture and (2) the exercise of any powers permitted to corporations under the General Corporation Law of the State of Delaware which are incidental to the foregoing or necessary to accomplish the foregoing; (b) will (1) maintain its books and records separate from the books and records of any other entity, (2) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity, (3) keep in full effect its existence, rights and franchises as a corporation under the laws of the State of Delaware, 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 Indenture, (4) conduct its business from an office or office space separate from the office of TW Holdings II, TW Holdings III and Trendwest and will maintain a telephone number separate from that of TW Holdings II, TW Holdings III and Trendwest, and (5) operate its business generally so as not to be substantively consolidated with any of its Affiliates; and (c) will not (1) dissolve or liquidate in whole or in part, (2) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (3) make any capital expenditures, (4)(A) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (B) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (C) make a general assignment for the benefit of creditors (other than as contemplated herein), or (D) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (5) guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, (6) merge or consolidate with any other Person, except as permitted pursuant to Section 11.02(q) hereof, (7) engage in any other action that adversely affects whether the separate legal identity of the Issuer will be respected, including without limitation (A) holding itself out as being liable for the debts of any other party or (B) acting other than in its corporate name and through its duly authorized officers or agents, or (8) create, incur, assume, or in any manner become liable in respect of any indebtedness other than that contemplated herein or trade payables and expense accruals incurred in the ordinary course of business and which are incidental to its business purpose. The Issuer shall not amend any article in its Certificate of Incorporation or its By-laws that deals with any matter discussed above without the prior written

consent of the Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes of the Controlling Class.

(j) Directors. The Issuer agrees that at all times, at least one director and one executive officer of the Issuer will not be a director, officer or employee of any direct or ultimate parent, or Affiliate of such parent or of the Issuer or a brother, sister, parent, child or spouse of any of the foregoing and shall also comply with the requirements set forth in Article SEVENTH of the Certificate of Incorporation of the Issuer; provided, however, that (a) such independent director may also be the independent officer and (b) such independent director and such independent officer may serve in similar capacities for other "special purpose entities" formed by the Issuer and its Affiliates. The Issuer's Certificate of Incorporation shall at all times provide that such independent director shall have a fiduciary duty to the Holders of the Notes.

(k) Consolidated Return. The Issuer is a member of an affiliated group with Trendwest within the meaning of Section 1504 of the Code and will file a consolidated return with Trendwest for federal income tax purposes at all times until after the termination of this Indenture.

(l) Security Interest in the Related Security. The Issuer warrants that it has a valid security interest in the Related Security and that it will defend its security interest in such Related Security against all Persons, claims and demands whatsoever. The Issuer shall not assign, sell, pledge, or exchange, suffer any lien on or in any way encumber or otherwise dispose of its interest in the Related Security, except as permitted under this Indenture.

(m) Taxable Income from the Receivables. The Issuer shall treat the Receivables as owned by it for federal, State and local income tax purposes, and any affiliated group of which the Issuer is a member within the meaning of
Section 1504 of the Code shall treat the Receivables as owned by the Issuer for federal, State and local income tax purposes, shall report and include in the computation of the Issuer's gross income for such tax purposes in its consolidated or combined return the income from the Receivables and the Contracts, and shall deduct the interest paid or accrued with respect to the Notes in accordance with its applicable method of accounting for such purposes.

(n) Maintenance of Office or Agency. The Issuer will maintain an office or agency within the United States of America where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Trustee at the Corporate Trust Office for each of said purposes. The Issuer will give 30 days' prior written notice to the Trustee and the Noteholders of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee and the Noteholders with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Trustee, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.

(o) Money for Note Payments to Be Held in Trust. The Trustee shall execute and deliver, and if there is any Paying Agent other than the Trustee, the Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that, subject to the provisions of this Section 11.02, such Paying Agent will:

(i) hold all sums held by it for the payment of principal of or interest on Notes in trust for the benefit of the Noteholders entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(ii) give the Trustee notice of any Default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal or interest; and

(iii) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(p) Enforcement of Servicing Agreement and the Receivables Purchase Agreement. The Issuer will take all actions necessary, and diligently pursue all remedies available to it, to the extent commercially reasonable, to enforce the obligations of the Servicer under the Servicing Agreement, and Trendwest, TW Holdings II and TW Holdings III under the Receivables Purchase Agreement and to secure its rights thereunder.

(q) Issuer May Consolidate, etc., Only on Certain Terms. The Issuer shall not consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety shall be a Person organized and existing as a limited purpose entity under the laws of the United States of America or any State thereof and shall have expressly assumed, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the obligation to make due and punctual payments of the principal of and interest on all of the Notes and to perform every covenant of this Indenture on the part of the Issuer to be performed or observed; and

(ii) immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing; and

(iii) the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article Eleven and that all conditions precedent herein relating to such transaction have been complied with; and

(iv) such consolidation, merger, conveyance or transfer shall be on such terms as shall fully preserve the lien and security hereof, the perfection and priority thereof and the rights and powers of the Trustee and the Holders of the Notes hereunder; and

(v) the surviving entity shall be a "special purpose entity"; i.e., shall have an organizational charter substantially similar to the Certificate of Incorporation and the By-laws of the Issuer including specific limitations on the business purposes, and provisions for independent directors; and

(vi) the Issuer shall have obtained the prior written consent of the Holders of the Notes, which shall not be unreasonably withheld.

(r) Successor Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Issuer substantially as an entirety in accordance with Section 11.02(q) hereof, the Person formed by or surviving such consolidation or merger (if other than the Issuer) or the Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. In the event of any such conveyance or transfer, the Person named as the "Issuer" in the first paragraph of this instrument or any successor which shall theretofore have become such in the manner prescribed in this Article Eleven shall be released from its liabilities as obligor and maker on all the Notes and from its obligations under this Indenture and may be dissolved, wound-up and liquidated at any time thereafter.

(s) Use of Proceeds. The proceeds from the sale of the Notes will be used by the Issuer (i) to pay the Acquisition Consideration, (ii) to pay the expenses associated with the issuance of Notes pursuant to this Indenture and the transactions contemplated hereby and by the Receivables Purchase Agreement and the Servicing Agreement and (iii) for the Issuer's general business purposes. None of the transactions contemplated in this Indenture, the Receivables Purchase Agreement or the Servicing Agreement (including the use of the proceeds from the sale of the Notes) will result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Issuer does not own or intend to carry or purchase any "margin security" within the meaning of said Regulation U, including margin securities originally issued by it or any "margin stock" within the meaning of said Regulation U.

(t) Investment Company Act of 1940. The Issuer will at all times conduct its operations in a manner which will not subject it to registration as an "investment company" under the Investment Company Act of 1940, as amended.

(u) Transactions with Affiliates. The Issuer will not enter into or cause, suffer or permit to exist any arrangement or contract with any of its Affiliates unless such arrangement or contract is fair and equitable to the Issuer, is commercially reasonable and is an arrangement or contract no less favorable to the Issuer than generally available on an arms-length basis in equitable transactions with third parties.

(v) Delivery of Custodian Files. The Issuer shall deliver, or cause to be delivered, to the Custodian the Custodian Files related to the Contracts identified on the Contract Schedule at least five days prior to the Closing Date in accordance with Section 4.01(b)(ii) hereof.

(w) Rule 144A Transfers. The Issuer will deliver with reasonable promptness any financial or other information that a Holder may reasonably request from time to time to permit such Holder to comply with the requirements of Rule 144A under the Securities Act of 1933, as amended, in connection with the resale of Notes by such Holder.

(x) Redemption. The Issuer will not, and will not permit any of its Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the Notes except in accordance with Article 10 hereof.

(y) Information Regarding the Trust Estate. The Issuer shall provide to the Trustee or any Noteholder or Note Owner 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 Issuer may possess, such access being afforded at no cost to the Issuer (except during the continuance of an Event of Default hereunder), but only upon reasonable request and during normal business hours so as not to interfere unreasonably with the Issuer's normal operations or customer or employee relations, at offices designated by the Issuer.

(z) Closing Date Deposit of Collections. The Issuer shall deposit or cause to be deposited into the Collection Account from the proceeds of the Notes an amount at least equal to the collections on the Trust Estate from the Initial Cut-Off Date to the Closing Date.

Section 11.03. Other Matters as to the Issuer. (a) Limitation on Liability of Directors, Officers, or Employees of the Issuer. The directors, officers, or employees of the Issuer shall not be under any liability to the Trustee, the Noteholders, the Issuer, the Servicer or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Indenture and the issuance of the Notes.

(b) Parties Will Not Institute Insolvency Proceedings. So long as this Indenture is in effect, and for one year and one day following its termination, none of the parties hereto or any Affiliate thereof 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 or by the Issuer; provided, however, that the Trustee shall not be prohibited from taking any such actions after an Event of Default if it is

acting at the direction of Holders of not less than 66-2/3% in principal amount of Outstanding Notes of the Controlling Class.

ARTICLE TWELVE

ACCOUNTS AND ACCOUNTINGS

Section 12.01. Collection of Money. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Indenture. The Trustee shall hold all such money and property so received by it as part of the Trust Estate and shall apply it as provided in this Indenture. If any Contract becomes a Defaulted Contract, the Trustee, upon the written request of the Issuer or the Servicer may, and upon the request of the Holders of a majority in principal amount of the Outstanding Notes of the Controlling Class shall, take such action as may be reasonably necessary to assist the Servicer to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article Six hereof.

Section 12.02. Collection Account. (a) On the Closing Date, the Issuer shall cause the Trustee to open and maintain an account (the "Collection Account"), which at all times shall be an Eligible Account and which shall be established at the Trustee, for the benefit of the Noteholders, for the receipt of (i) amounts deposited into the Local Bank Account, (ii) any Reinvestment Income, and (iii) amounts transferred from the Reserve Account in accordance with Sections 12.03(d)(i). All payments to be made from time to time by the Issuer to the Noteholders out of funds in the Collection Account pursuant to this Indenture shall be made by the Trustee or the Paying Agent of the Issuer. Funds in the Collection Account shall not be commingled with any other monies. All monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held in the name of the Trustee as part of the Trust Estate as herein provided.

(b) Upon Issuer Order, the Trustee shall invest the funds in the Collection Account in Eligible Investments. The Issuer Order shall specify the Eligible Investments in which such amounts shall be invested, shall state that the same are Eligible Investments and shall further specify the percentage of funds to be invested in each Eligible Investment. No such Eligible Investment shall mature later than the Business Day preceding the next following Payment Date and shall not be sold or disposed of prior to its maturity. In the absence of an Issuer Order, the Trustee shall invest funds in the Collection Account in Eligible Investments described in clause (vi) of the definition thereof. Eligible Investments shall be made in the name of the Trustee for the benefit of the Noteholders. The Trustee shall have no responsibility for verifying that any investments directed by the Issuer are Eligible Investments. Anything to the contrary notwithstanding, the Trustee shall be entitled to invest funds in the Collection Account in Eligible Investments on the Business Day preceding each Payment Date and shall be entitled to the income and gain from such Eligible Investments for its one-day investment; such Eligible

Investments shall mature not later than the related Payment Date; the Trustee shall be liable for any loss incurred on account of such investment.

(c) Any income or other gain from investments in Eligible Investments as outlined in (b) above shall be credited to the Collection Account and any loss resulting from such investments shall be charged to such account; provided, however, that the Issuer shall make or cause to be made no later than the applicable Payment Date a deposit to the Collection Account to the extent of any losses therein caused as a result of the Issuer's investment instructions provided for herein. Except as set forth in Section 12.02(b), the Trustee shall not be liable for any loss incurred on any funds invested in Eligible Investments pursuant to the provisions of this Section 12.02.

(d) On each Payment Date not occurring during a Trigger Event Period, then on such Payment Date, after making all transfers and deposits into the Collection Account from the Reserve Account pursuant to clauses (i) and (iii) of
Section 12.03(d) hereof, the Trustee shall withdraw from the Collection Account (other than amounts representing payments of Receivables due after the related Calculation Date immediately preceding such Payment Date), and shall make the following disbursements in the following order in accordance with the provisions of and instructions on the Monthly Servicer's Report (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 with out any independent check or investigation); provided that the Trustee shall, to the extent funds are available in the Collection Account, make interest payments based on the outstanding principal balance of the Notes even if it shall not have received the Monthly Servicer's Report:

(i) to the Trustee, any Unreimbursed Servicing Transfer Payments (up to a cumulative limit of $100,000) and the Trustee Fee;

(ii) to the Custodian, the Custodian Fee, to the extent the Custodian Fee has not been paid by the Servicer;

(iii) to the Servicer (if Trendwest or an Affiliate is not the Servicer): (A) the Servicer Fee; and (B) the amounts necessary to reimburse the Servicer and any successor Servicer as provided in
Section 3.09 of the Servicing Agreement 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;

(iv) to the Class A-1 Noteholders and the Class A-2 Noteholders, the aggregate interest due on the Outstanding Class A-1 Notes and Class A-2 Notes on that Payment Date and any Overdue Interest; provided, however, if the amount available is insufficient to pay in full the interest owed on the Class A Notes, the Holders of each Class of Class A Notes shall receive the Interest Shortfall Payment for such Class;

(v) to the Class B Noteholders, the aggregate interest due on the Outstanding Class B Notes on that Payment Date and any Overdue Interest;

(vi) to the Class C Noteholders, the aggregate interest due on the Outstanding Class C Notes on that Payment Date and any Overdue Interest;

(vii) to the Class A Noteholders, the Class A Principal Distribution Amount, (a) to Class A-1 Noteholders until the principal balance of the Class A-1 Notes has been reduced to zero; and then (b) to the Class A-2 Noteholders, an amount up to the excess of the Class A Principal Distribution Amount over any such amounts distributed to the Class A-1 Noteholders on such Payment Date, until the principal balance of the Class A-2 Notes has been reduced to zero;

(viii) to the Class B Noteholders, the Class B Principal Distribution Amount;

(ix) to the Class C Noteholders, the Class C Principal Distribution Amount;

(x) to deposit to the Reserve Account an amount necessary, if any, to bring the amount on deposit in the Reserve Account to the Reserve Account Required Balance;

(xi) (a) to the Class A-1 Noteholders, the Class A Supplemental Principal Distribution Amount until the principal balance of the Class A-1 Notes has been reduced to zero, and then (b) to the Class A-2 Noteholders, an amount up to the excess of the Class A Supplemental Principal Distribution Amount over any such amounts distributed to the Class A-1 Noteholders on such Payment Date, until the principal balance of the Class A-2 Notes has been reduced to zero;

(xii) to the Class B Noteholders, the Class B Supplemental Principal Distribution Amount;

(xiii) to the Class C Noteholders, the Class C Supplemental Principal Distribution Amount;

(xiv) if Trendwest is the Servicer, to Trendwest: (A) the Servicer Fee; and (B) the amounts necessary to reimburse the Servicer as provided in Section 3.09 of the Servicing Agreement 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;

(xv) to pay Trendwest interest due on the Subordinated Note;

(xvi) to pay Trendwest, principal due on the Subordinated Note;

(xvii) to pay to the Trustee any other amounts due to the Trustee as expressly provided herein and in the Servicing Agreement, including Unreimbursed Servicing Transfer Payments not paid pursuant to clause (i) above;

(xviii) to remit any excess funds to or at the direction of the Issuer.

The foregoing provisions of paragraph 12.02(d) notwithstanding, any monies deposited in the Collection Account for purposes of redeeming Notes pursuant to Article Ten hereof shall, subject to Section 11.02(o) hereof, remain in the Collection Account until used to redeem such Notes.

(e) On each Payment Date occurring during a Trigger Event Period if either no Default or Event of Default shall have occurred and be continuing or the entire unpaid principal amount of the Notes shall not have been declared, have automatically become or otherwise have become due and payable pursuant to
Section 6.02 hereof, then on such Payment Date, after making all transfers and deposits into the Collection Account from the Reserve Account pursuant to clauses (i) and (iii) of Section 12.03(d) hereof, the Trustee shall withdraw from the Collection Account (other than amounts representing payments of Receivables due after the related Calculation Date immediately preceding such Payment Date), and shall make the following disbursements in the following order in accordance with the provisions of and instructions on the Monthly Servicer's Report; provided that the Trustee shall, to the extent funds are available in the Collection Account, make interest payments based on the outstanding principal balance of the Notes even if it shall not have received the Monthly Servicer's Report:

(i) to the Trustee, any Unreimbursed Servicing Transfer Payments (up to a cumulative limit of $100,000) and the Trustee Fee;

(ii) to the Custodian, the Custodian Fee if not paid by the Servicer;

(iii) to the Servicer: (A) the Servicer Fee; and (B) the amounts necessary to reimburse the Servicer and any successor Servicer as provided in Section 3.09 of the Servicing Agreement 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;

(iv) to the Class A-1 Noteholders and the Class A-2 Noteholders, pro rata, the aggregate interest due on the Outstanding Class A-1 Notes and Class A-2 Notes on that Payment Date and any Overdue Interest; provided, however; if the amount available is insufficient to pay in full the interest owed on the Class A Notes, the Holders of each Class of Class A Notes shall receive the Interest Shortfall Payment for such Class;

(v) to the Class B Noteholders, the aggregate interest due on the Outstanding Class B Notes on that Payment Date and any Overdue Interest;

(vi) to the Class C Noteholders, the aggregate interest due on the Outstanding Class C Notes on that Payment Date and any Overdue Interest;

(vii) to the Class A Noteholders, the Class A Principal Distribution Amount, pro rata, until the principal balance of the Class A Notes is reduced to zero;

(viii) to the Class B Noteholders, the Class B Principal Distribution Amount, pro rata, until the principal balance of the Class B Notes is reduced to zero

(ix) to the Class C Noteholders, the Class C Principal Distribution Amount, pro rata, until the principal balance of the Class C Notes is reduced to zero

(x) to Trendwest, the interest due Trendwest under the Subordinated Note;

(xi) to Trendwest, the principal due to Trendwest under the Subordinated Note until the principal balance of the Subordinated Note is reduced to zero;

(xii) to the Trustee, any other amounts due to the Trustee as expressly provided herein and in the Servicing Agreement, including Unreimbursed Servicing Transfer Payments not paid pursuant to clause (i) above;

(xiii) to the Servicer, any other amounts due the Servicer as expressly provided herein and in the Servicing Agreement; and

(xiv) to remit any excess funds to or at the direction of the Issuer.

The foregoing provisions of paragraph 12.02(e) notwithstanding, any monies deposited in the Collection Account for purposes of redeeming Notes pursuant to Article Ten hereof shall, subject to Section 11.02(o) hereof, remain in the Collection Account until used to redeem such Notes.

(f) Upon the Issuer's or the Trustee's obtaining actual knowledge of the occurrence of any Trigger Event, the Issuer or the Trustee, as the case may be, shall within two Business Days of obtaining such actual knowledge notify the other and Noteholders of such occurrence.

Section 12.03. Reserve Account. (a) Prior to the Closing Date, the Trustee shall open and maintain a trust account (the "Reserve Account"), which at all times will be an Eligible Account, for the benefit of the Noteholders, for the receipt of the initial deposit of $800,000 and of deposits pursuant to
Section 12.02(d)(x) hereof. The Issuer agrees to deposit $2,688,998 in the Reserve Account on or prior to the Closing Date. Monies received in the Reserve Account will be invested at the written direction of the Issuer in Eligible Investments during the term of this Indenture, and any income or other gain realized from such investment shall be held by the Trustee in the Reserve Account as part of the Trust Estate as security for the Notes subject to disbursement and withdrawal as herein provided. Monies shall be subject to withdrawal in accordance with Section 12.03(d) hereof.

(b) Upon Issuer Order all or a portion of the Reserve Account shall be invested and reinvested at the Issuer's written direction in one or more Eligible Investments. In the absence of an Issuer Order, the Trustee shall invest funds in the Reserve Account in Eligible Investments described in clause
(vi) of the definition thereof. All income or other gain from such investments shall be credited to such Reserve Account, and any loss resulting from such investments shall be charged to such Reserve Account; provided, however, that the Issuer shall make or cause to be made on any Remittance Date a deposit to the Reserve Account to the extent of any losses therein caused as a result of the Issuer's investment instructions. No Eligible Investment shall mature later than the Business Day preceding the next following Payment Date and shall not be sold or disposed of prior to its maturity. Eligible Investments shall be made in the name of the Trustee for the benefit of the Noteholders. The Trustee shall provide to the Servicer a monthly account statement showing deposits and withdrawals in such month and listing such investments, describing the Eligible Investments in which such amounts have been invested.

(c) If any amounts invested as provided in Section 12.03(b) hereof shall be needed for disbursement from the Reserve Account as set forth in Section 12.03(d) hereof, the Trustee shall cause such investments of such Reserve Account to be sold or otherwise converted to cash to the credit of such Reserve Account. The Trustee shall not be liable for any investment loss resulting from investment of money in the Reserve Account in any Eligible Investment in accordance with the terms hereof (other than in its capacity as obligor under any Eligible Investment).

(d) Disbursements from the Reserve Account shall be made as detailed in the Monthly Servicer Report, to the extent funds therefor are available, only as follows:

(i) in the event that the amount in the Collection Account at 2:00 p.m., New York time, on the Determination Date immediately preceding any Payment Date (other than amounts representing payments of Receivables due after the related Calculation Date immediately preceding such Payment Date) is less than the sum of the amounts required to be distributed on the related Payment Date pursuant to clauses (i)-(ix) of
Section 12.02(d) hereof, the Trustee shall, in accordance with the related Monthly Servicer's Report, withdraw funds from the Reserve Account on or prior to 5:00 p.m., New York time, on the Remittance Date to the extent necessary to make such payments on such Payment Date and deposit such funds into the Collection Account;

(ii) subject to subparagraphs (iii) and (iv) of this Section 12.03(d), in the event that on any Payment Date the balance in the Reserve Account equals an amount greater than the Reserve Account Required Balance (after giving effect to the distributions listed in
Section 12.02(d)(i)-(ix) hereof on such Payment Date in accordance with the Monthly Servicer's Report), the Trustee shall withdraw funds in the Reserve Account in such amount so that the remaining amount in the Reserve Account after such withdrawal will equal the Reserve Account Required Balance, and disburse such amounts to or at the direction of the Issuer; no funds shall be released to the Issuer pursuant to this subparagraph (ii) if any of a Trigger Event Period or an Event of Default has occurred and is continuing;

(iii) if a Trigger Event has occurred and is continuing, the Trustee shall on the next Determination Date, withdraw all funds from the Reserve Account (or any such lesser amount of such funds as such Holders may direct) and deposit such funds into the Collection Account for disbursement in accordance with the provisions of Section 12.02(e) hereof;

(iv) on the Final Payment Date with respect to the Class C Notes, to the extent any funds remain in the Reserve Account after distributions pursuant to clauses (i) through (ix) of Section 12.02(d), such remaining amounts shall be used to pay the amounts set forth in clauses (xi) through (xviii) of Section 12.02(d).

Section 12.04. Reports by Trustee to Noteholders. (a) On each Payment Date the Trustee shall account to the Initial Purchaser, each Holder of Notes and to the Rating Agency on which payments of principal and interest are then being made the amount which represents principal and the amount which represents interest, and shall contemporaneously advise the Issuer of all such payments. The Trustee may satisfy its obligations under this Section 12.04 by delivering the Monthly Servicer's Report to each such Holder of the Notes, the Rating Agency and the Issuer. On or before the 5th day prior to the Final Payment Date with respect to any Class, the Trustee shall send notice to the Rating Agency and to the Initial Purchaser the Holders of the Notes of such Class of such Final Payment Date. Such notice shall include a statement that if such Notes are paid in full on the Final Payment Date, interest shall cease to accrue as of the day immediately preceding such Final Payment Date.

The Trustee shall provide or make available electronically (or upon written request, by first class mail or facsimile) each month to Holders of Notes and any other Person entitled thereto, the Monthly Servicer Report; provided, however, the Trustee shall have no obligation to provide such Monthly Servicer Report until it has received the requisite information from the Issuer or the Servicer. The Monthly Servicer Report and, with the consent or at the direction of the Issuer, such other information regarding the Notes and/or the Receivables as the Trustee may have in its possession, shall be made available via the Trustee's Internet Website, but only with the use of a password provided by the Trustee or its agent to a Holder of Notes or such other Person entitled thereto upon receipt by the Trustee from such Holder of Notes or other Person of a certification in the form of Exhibit D; provided, however, that the Trustee or its agent shall provide such password to the parties to this Indenture and the Rating Agencies without requiring such certification. The Trustee will make no representation or warranty as to the accuracy or completeness of such documents and will assume no responsibility therefor. The Trustee's Internet Website initially shall be located at "www.ABSNet.net" or at such other address as shall be specified by the Trustee from time to time in writing to a Holder of Notes or other Person. In connection with providing access to the Trustee's Internet Website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee shall not be liable for the dissemination of information in accordance with this Indenture. The Trustee shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing any reports and to affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto.)

(b) The Servicer shall provide to each owner of an interest any Note who executes and delivers an executed Note Owner Certificate to the Servicer any information required to be delivered to the Noteholders pursuant to Article IV of the Servicing Agreement to the extent such information is not provided by the Trustee as set forth in Section 12.04(a). The Servicer may provide such information via mail, facsimile, overnight courier, hand delivery, electronic transmission in a format reasonably acceptable to the Servicer and such Note Owner.

(c) Annually (and more often if required by applicable law), the Trustee shall distribute to Noteholders any Form 1099 or similar information returns required by applicable tax law to be distributed to the Noteholders and received in accordance with the next sentence. The Trustee shall prepare or cause to be prepared all such information for distribution by the Trustee to the Noteholders.

ARTICLE THIRTEEN

PROVISIONS OF GENERAL APPLICATION

Section 13.01. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 13.01.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 13.02. Notices, etc., to Trustee, Issuer, Servicer and the Rating Agency. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other document provided or permitted by this Indenture 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), Attention: Corporate Trust Services-Asset-Backed Administration 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:
Chief Financial Officer, or at any other address previously furnished in writing to the Trustee 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 and the Issuer; or

(d) to the Initial Purchaser at Banc One Capital Markets, Inc., 1 Bank One Plaza, 7th Floor, Chicago, Illinois 60670, Attention: Andy Cherna; or

(e) to Fitch at One State Street Plaza, New York, New York 10004 (facsimile number (212) 514-9879), or at any other address previously furnished in writing to the Trustee and the Issuer.

(f) 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 and the Issuer.

Section 13.03. Notices and Other Documents to Noteholders; Waiver. (a) Where this Indenture 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 (i) to 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 13.03 will be deemed to be given only when actually received.

(b) Where this Indenture 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 13.04. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 13.05. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 13.06. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or unpaired thereby.

Section 13.07. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, the Noteholders, and any Paying Agent which may be appointed pursuant to the provisions hereof, and any of their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture or under the Notes.

Section 13.08. Legal Holidays. In any case in which the date of any Payment Date or the Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment of principal, interest, or premium, if any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of any such Stated Maturity or Payment Date and, assuming such payment is actually made on such subsequent Business Day, no additional interest shall accrue on the amount so paid for the period from and after any such nominal date.

Section 13.09. Governing Law. This Indenture and each Note shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed therein, without regard to the conflict of laws provisions of any State.

Section 13.10. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 13.11. Obligation. No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, member, partner, employee, officer or director of the Issuer or of any predecessor or successor of the Issuer with respect to the Issuer's obligations on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith; provided, however, that this Section 13.11 shall not protect any Person from his, her or its own fraud or willful misconduct or from any liability that such Person may incur in another capacity under the Transaction Documents.

Section 13.12. Compliance Certificates and Opinions. Upon any application, order or request by the Issuer or the Servicer to the Trustee to take any action under any provision of this Indenture for which a specific request is required under this Indenture, the Issuer or the Servicer, as applicable, shall furnish to the Trustee an Officer's Certificate of the Issuer or the Servicer, as applicable, stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, except that in the case of any such application or request as to which the furnishing of a different certificate is specifically required by any provision of this Indenture or the Servicing Agreement relating to such particular application or request, no additional certificate need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that each individual signing such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, such individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 13.13. Effective Date of Transactions. This Indenture and the other Transaction Documents shall be deemed to be effective and shall be valid and enforceable as of the Closing Date.

Section 13.14. 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, the Servicer and the Trustee have caused this Indenture to be duly executed by the persons thereunto duly authorized as of the day and year first above written.

TRI FUNDING IV, INC., Issuer

Title:

TRENDWEST RESORTS, INC.,
Servicer

Title:

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee

Title:

EXHIBIT A

INVESTMENT LETTER

TRI FUNDING IV, INC.
______% RECEIVABLES-BACKED NOTES CLASS _____, SERIES 2000-1

TRI Funding IV, Inc.
9805 Willows Road
Redmond, Washington 98052

Wells Fargo Bank Minnesota, National
Association, as Trustee

MAC N9311-161

Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479

Ladies and Gentlemen:

______________________ (the "Purchaser") hereby represents and warrants to you in connection with its purchase of $_________ in principal amount of the above-captioned notes (the "Notes") as follows:

1. The Purchaser is purchasing the Notes for its own account or an account with respect to which it exercises sole investment discretion and it or such account is a "QIB" ("Qualified Institutional Buyer") and is aware that the sale to it is being made in reliance on Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended ("Securities Act") and is acquiring such Notes for investment and not with a view to, or for offer or sale in connection with, any distribution (within the meaning of the Securities Act) or fractionalization thereof or with any intention of reselling the Notes or any part thereof, subject to any requirement of law that the disposition of its property or the property of such account or accounts be at all times within its or their control and subject to its or their ability to resell such Notes pursuant to Rule 144A.

2. The Purchaser acknowledges that the Notes have not been and will not be registered under the Securities Act and may not be sold within the United States or to, or for the account or benefit of, U.S. persons except as permitted below.

3. If the Purchaser is a person other than a foreign purchaser outside the United States, it agrees that (i) if it should reoffer, resell, pledge or otherwise transfer its Note prior to the second anniversary of the later of (a) the original issuance of such Note (or any predecessor Note), and (b) the sale of such Note (or any predecessor Note) by the Issuer or any affiliate of the Issuer (computed in accordance with paragraph (d) of Rule 144 under the Securities Act), or (ii) if it was at the date of such transfer or during the three months preceding such date of transfer

an affiliate of the Issuer (a) it will do so in compliance with any applicable state securities or "Blue Sky" laws and only (A) to the Issuer or (B) in compliance with Rule 144A, and only if a certificate in the form of Exhibit B to the Indenture is delivered by the transferee to the Trustee, and (b) it will give the transferee notice of any restrictions on resale of such Note.

4. The Purchaser understands that the Notes, unless otherwise agreed by the Issuer and the Holder thereof, will bear a legend to the following effect:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR NOTE HERETO) OTHER THAN IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS (1) TO TRENDWEST RESORTS, INC. ("TRENDWEST") OR ANY OF ITS AFFILIATES CONTROLLED BY TRENDWEST OR (2) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A, OR PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND UPON THE RECEIPT BY THE ISSUER OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE ISSUER THAT SUCH RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.

5. The Purchaser has received the information, if any, requested by it pursuant to Rule 144A, has had full opportunity to review such information and has received all additional information necessary to verify such information.

6. The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

7. The Purchaser understands that the Issuer, the Initial Purchaser and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the foregoing acknowledgments, representations or agreements deemed to have been made by it are no longer accurate, it will promptly notify the Issuer and the Initial Purchaser. If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account.

8. Either (a) The Purchaser will not acquire the Notes with the assets of any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") which is subject to Title I of ERISA or any "plan" as defined in

Section 4975 of the Code or (b) no non-exempt "prohibited transaction" under
Section 406 of ERISA or Section 4975 of the Code will occur in connection with our acquisition or holding of the Notes.

The representations and warranties contained herein shall be binding upon the heirs, executors, administrators and other successors of the undersigned. If there is more than one signatory hereto, the obligations, representations, warranties and agreements of the undersigned are made jointly and severally.

Executed at _________________________, _________________________, this ___ day of _____________________, 19___.

_______________________________________        ________________________________
Purchaser's Name and Title (Print)             Signature of Purchaser


_______________________________________
Address of Purchaser


________________________________
Purchaser's Taxpayer
Identification or
Social Note Number

EXHIBIT B

FORM OF SUPPLEMENT FOR GRANT OF INTERESTS IN

SUBSTITUTE CONTRACTS AND UPGRADE CONTRACTS

Pursuant to Section 4.03(e) and Section 4.03(g) of the Indenture, dated as of November 1, 2000, among TRI Funding IV, Inc. (the "Issuer"), Trendwest Resorts, Inc. (the "Servicer") and Wells Fargo Bank Minnesota, National Association, as Trustee (the "Trustee"), (such Indenture as amended and supplemented from time to time, the "Indenture"), attached hereto as Annex I is a supplement to Schedule A of the Indenture, which includes information regarding certain interests in Contracts, the related Receivables and the Related Security that are hereby Granted by the Issuer to the Trustee in accordance with the Indenture. For purposes of this Supplement, all defined terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Dated:

TRI FUNDING IV, INC.

By
Name:
Title:

ANNEX I

SUPPLEMENT FOR SUBSTITUTE CONTRACTS
AND UPGRADE CONTRACTS

EXHIBIT C-1

FORM OF CLASS A-1 NOTES

EXHIBIT C-2

FORM OF CLASS A-2 NOTES

EXHIBIT C-3

FORM OF CLASS B NOTES

EXHIBIT C-4

FORM OF CLASS C NOTES

[Date]

Wells Fargo Bank Minnesota,                       Trendwest Resorts, Inc.
  National Association, as Trustee                9805 Willows Road
MAC N9311-161                                     Redmond, Washington  98052
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479

Re: TRI Funding IV, Inc. Receivables-Backed Notes, Series 2000-1

Ladies and Gentlemen:

This letter is delivered to you in connection with a request for information by the undersigned beneficial holder (the "Holder") or the undersigned prospective transferee (the "Transferee") of Class ___ Notes (the "Notes"). The Notes were issued pursuant to the Indenture, dated as of November 1, 2000 (the "Indenture"), by and between TRI Funding IV, Inc., as issuer (the "Issuer"), Trendwest Resorts, Inc., as servicer (the "Servicer"), and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The undersigned hereby certifies, represents, and warrants to you, that:

INITIAL BOX AS APPLICABLE:

1. In the case of a request for information by a direct or beneficial holder of Notes: the undersigned is a direct or beneficial holder of Notes and is requesting the information solely for use in evaluating such party's investment in the Notes and will otherwise keep such information confidential in accordance with its standard procedures for such information.

2. In the case of a request for information by a prospective transferee: (i) the undersigned holder is a direct or beneficial holder of Notes and undersigned the requesting party is a prospective transferee of the undersigned holder's Notes and
(ii) the undersigned requesting party is a prospective transferee of Notes, is requesting the

[Date]

information solely for use in evaluating a possible investment in Notes and will otherwise keep such information confidential in accordance with its standard procedures for such information.

IN WITNESS WHEREOF, ________________________ has caused this Certificate Agreement has been executed this _____ day of _________________, 20___.

[_______________________________________]
[HOLDER]

By:______________________________________
Name:_________________________________
Title:________________________________

[_____________________________________]
[TRANSFEREE]

By:______________________________________
Name:_________________________________
Title:________________________________

SCHEDULE A

CONTRACT SCHEDULE

SCHEDULE B