PERFORMANCE GUARANTY (Series 2007-2)
Exhibit 10.51
PERFORMANCE GUARANTY
(Series 2007-2)
(Series 2007-2)
PERFORMANCE GUARANTY (this “Guaranty”) dated as of November 1, 2007 is made by Wyndham
Worldwide Corporation, a Delaware corporation (“Wyndham Worldwide”) in favor of Sierra
Timeshare 2007-2 Receivables Funding, LLC, a Delaware limited liability company (the
“Issuer”), Sierra Deposit Company, LLC, a Delaware limited liability company (the
“Depositor”), and U.S. Bank National Association, as trustee, (the “Trustee”) and as
collateral agent (the “Collateral Agent”) under the Indenture and Servicing Agreement
referenced below for the benefit of holders of Notes issued pursuant to such Indenture and
Servicing Agreement and the Insurer referred to in such Indenture and Servicing Agreement.
PRELIMINARY STATEMENTS
WHEREAS, the Issuer, Wyndham Consumer Finance, Inc. (“WCF”) a Delaware corporation, as
servicer (in such capacity, the “Servicer”), the Trustee and the Collateral Agent have
entered into that certain Indenture and Servicing Agreement dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the “Indenture”);
WHEREAS, the Issuer has, under the terms of the Indenture, issued $455,000,000 Loan Backed
Notes, Series 2007-2 (the “Notes”);
WHEREAS, the Notes are secured by and payable from a portfolio of Pledged Loans and related
Pledged Assets and other Collateral, each as described in the Indenture, and each of the Pledged
Loans is a loan sold by either WCF or Wyndham Resort Development Corporation (“WRDC”) to
the Depositor and sold by the Depositor to the Issuer;
WHEREAS, in connection with the issuance of the Notes, the Issuer will cause the Insurer to
provide the Insurance Policy to the Trustee;
WHEREAS, WCF has sold Pledged Loans and related Pledged Assets to the Depositor under the
terms of the WVRI Purchase Agreement and under the terms of the WRDC Purchase Agreement;
WHEREAS, WRDC has sold Pledged Loans and related Pledged Assets to the Depositor under the
terms of the WRDC Purchase Agreement;
WHEREAS, each of WCF, WRDC, the Issuer and the Depositor are wholly-owned direct or indirect
subsidiaries of Wyndham Worldwide;
WHEREAS, Wyndham Worldwide expects to receive substantial direct and indirect benefits from
the transactions contemplated in the Indenture; and
WHEREAS, as an inducement for the Noteholders to purchase the Notes and the Insurer to issue
the Insurance Policy, Wyndham Worldwide has agreed to enter into and undertake its obligations as
provided in this Guaranty.
NOW, THEREFORE, Wyndham Worldwide hereby agrees with the Issuer, the Depositor, the Trustee
and the Collateral Agent, as follows:
SECTION 1. Definitions. Capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Indenture as in effect on the date of this Guaranty. As used
herein, the following terms shall have the following meanings:
“Defective Loan Obligations” means the obligation of the Issuer set forth in Section
5.4 of the Indenture to deposit the Release Price for any Pledged Loan that (a) is a Defective Loan
under the terms of the Indenture, but (b) is not a Defective Loan under the terms of the WVRI
Purchase Agreement or the WRDC Purchase Agreement that is required to be repurchased by WCF or by
WRDC under the applicable Purchase Agreement.
“Guaranteed Party” means each of the Depositor, the Issuer, the Trustee and the
Collateral Agent on behalf of all holders of Notes and the Insurer.
“Obligations” means the Seller Obligations, the Servicer Obligations and the Defective
Loan Obligations.
“Performance Guarantor” means Wyndham Worldwide.
“Purchase Agreement” means either the WVRI Purchase Agreement or the WRDC Purchase
Agreement and “Purchase Agreements” means both the WVRI Purchase Agreement and the WRDC
Purchase Agreement.
“Seller” means WCF or WRDC and “Sellers” means both WCF and WRDC.
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“Seller Obligations” means, collectively all covenants, agreements, terms, conditions
and other obligations to be performed and observed by each Seller under the applicable Purchase
Agreement as such covenants, agreements, terms, conditions and other obligations arise in
connection with, or otherwise relate in any way to, the Pledged Loans and the Pledged Assets, and
shall include without limitation the due and punctual payment when due of all sums that are or may
become owing by such Seller under the applicable Purchase Agreement in connection with the Pledged
Loans or the Pledged Assets, whether in respect of fees, expenses (including counsel fees), taxes,
indemnified amounts or otherwise, including without limitation any such fees, expenses and other
amounts that accrue after the commencement of any Insolvency Proceeding with respect to such Seller
(in each case whether or not allowed as a claim in such Insolvency Proceeding) and shall include,
without limitation, the obligations of the Seller under Section 7(a) of the Series 2002-1
Supplement which is included as part of the WVRI Purchase Agreement, the obligations of the Seller
under Section 7(a) of the Series 2007-2 Supplement which is part of the WVRI Purchase Agreement,
the obligations of the Seller under Section 7(a) of the Series 2002-1 Supplement which is part of
the WRDC Purchase Agreement and the obligations of the Seller under Section 7(a) of the Series
2007-2 Supplement which is part of the WRDC Purchase Agreement.
“Servicer Obligations” means, collectively, all covenants, agreements, terms,
conditions and other obligations to be performed and observed by WCF in its capacity as the
Servicer under the Indenture, and shall include without limitation the due and punctual payment
when due of all sums that are or may become owing by the Servicer under the Indenture, whether in
respect of fees, expenses (including counsel fees), indemnified amounts or otherwise, including
without limitation any such fees, expenses and other amounts that accrue after the commencement of
any Insolvency Proceeding with respect to WCF (in each case whether or not allowed as a claim in
such Insolvency Proceeding).
“WRDC Purchase Agreement” means the Master Loan Purchase Agreement dated as of August
29, 2002, and the Series 2002-1 Supplement thereto, each as amended or amended and restated from
time to time, by and between WRDC and the Depositor and the Series 2007-2 Supplement to the Master
Loan Purchase Agreement and the Confirmation and Consent Agreements dated as of May 23, 2007, June
13, 2007, July 13, 2007, August 13, 2007, and September 13, 2007 related to the Master Loan
Purchase Agreement and the Series 2002-1 Supplement each among WCF as a Seller, WRDC, as the
Originator and the Depositor, as purchaser, each as amended or amended and restated from time to
time.
“WVRI_Purchase Agreement” means the Master Loan Purchase Agreement dated as of August
29, 2002, as amended or amended and restated from time to time, by and between WCF, as Seller and
the Depositor, as Purchaser and WVRI and various other entities from time to time party thereto,
together with the Series 2002-1 Supplement thereto also dated as of August 29, 2002, as amended or
amended and restated from time to time and the Series 2007-2 Supplement thereto, dated as of
November 1, 2007, as amended from time to time.
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SECTION 2. Guaranty of Sellers’ Obligations. Wyndham Worldwide hereby guarantees to
the Depositor, the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes
and the Insurer the full and punctual payment and performance of all of WCF’s Seller Obligations
under the WVRI Purchase Agreement and all of WRDC’s and WCF’s Seller Obligations under the WRDC
Purchase Agreement, as such obligations relate to the Pledged Loans and the Pledged Assets.
SECTION 3. Guaranty of Servicer’s Obligations. Wyndham Worldwide hereby guarantees to
the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes and the Insurer
the full and punctual payment and performance of all of WCF’s Servicer Obligations.
SECTION 4. Guaranty of Defective Loan Obligations. Wyndham Worldwide guarantees to
the Trustee and the Collateral Agent for the benefit of the holders of the Notes and the Insurer
the full and punctual payment and performance of the Defective Loan Obligations.
SECTION 5. Performance Guarantor’s Further Agreements to Pay. Wyndham Worldwide
further agrees, as the principal obligor and not as a guarantor only, that it will pay to each
Guaranteed Party, forthwith upon demand in funds immediately available to such Guaranteed Party,
all reasonable costs and expenses (including court costs and reasonable legal expenses) incurred or
expended by such Guaranteed Party in connection with the enforcement of the Obligations and this
Guaranty, together with interest on amounts recoverable under this Guaranty from the time when such
amounts become due until payment, at a rate of interest (computed for the actual number of days
elapsed based on a 360 day year) equal to the rate of interest most recently published in The
Wall Street Journal as the “Prime Rate” plus 2%. Changes in the rate payable hereunder shall
be effective on each date on which a change in the “Prime Rate” is published.
SECTION 6. Guaranty Absolute. Wyndham Worldwide guarantees that the Obligations will
be performed strictly in accordance with the terms of the WVRI Purchase Agreement, the WRDC
Purchase Agreement and the Indenture regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms; provided, however, nothing
herein shall be construed to require Wyndham Worldwide to act in violation of any law, regulation
or order. The obligations of Wyndham Worldwide under this Guaranty are independent of the
Obligations, and a separate action or actions may be brought and prosecuted against Wyndham
Worldwide to enforce this Guaranty, irrespective of whether any action is brought against WCF, WRDC
or the Issuer, or whether WCF, WRDC or the Issuer is joined in any such action or actions. This
Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and
performance of all of the Obligations. Wyndham Worldwide agrees that the validity and
enforceability of this Guaranty shall not be impaired or affected by any of the following:
(i) any lack of validity or enforceability of the WVRI Purchase Agreement, the WRDC
Purchase Agreement or the Indenture;
(ii) any change in the time, manner or place of payment of, or in any other term of,
all or any part of the Obligations, or any other amendment or waiver of or any
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consent to departure from the WVRI Purchase Agreement, the WRDC Purchase Agreement or
the Indenture;
(iii) any taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of or consent to departure from any other guaranty, for all
or any of the Obligations;
(iv) any manner of application of collateral or proceeds thereof to all or any of the
Obligations, or any manner of sale or other disposition of any collateral for all or any of
the Obligations or any other assets of WCF, WRDC or the Issuer, as the case may be;
(v) any change, restructuring or termination of the corporate or other structure or
existence of WCF, WRDC or the Issuer; or
(vi) any other circumstance that might otherwise constitute a defense (other than
payment and performance) available to, or a discharge of WCF, WRDC or the Issuer or its
affiliates or a guarantor.
This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any of the Obligations is rescinded or must otherwise be returned by the
Trustee upon the insolvency, bankruptcy or reorganization of WCF, WRDC or the Issuer or otherwise,
all as though such payment had not been made.
SECTION 7. Waiver by Performance Guarantor. Wyndham Worldwide waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the Obligations and
this Guaranty and any requirement that the Trustee protect, secure, perfect or insure any security
interest or lien or any property subject thereto or exhaust any right or take any action against or
any other person or entity or any collateral.
SECTION 8. Indemnification for Failure to File Assignments. Under the terms of the
WVRI Purchase Agreement and the Indenture, WCF as a Seller of Loans is not required to record
collateral Assignments of Mortgages in the state of Florida so long as certain conditions set forth
in the Indenture are satisfied. Wyndham Worldwide hereby agrees to indemnify, defend and hold
harmless the Trustee, the Issuer and the Insurer against any and all costs, expenses, losses,
damages, claims and liabilities which the Trustee, the Issuer or the Insurer may incur as a result
of the fact that collateral Assignments of Mortgages are not filed or recorded in Florida.
SECTION 9. Subrogation. Wyndham Worldwide will not exercise any rights which it may
acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise,
until all the Obligations and all other amounts payable under this Guaranty shall have been paid in
full, the Notes have been paid in full and all amounts owed to the Insurer under the Insurance
Agreement have been paid in full. If any amount shall be paid to Wyndham Worldwide as Performance
Guarantor under this Agreement on account of such subrogation rights at any time prior to the
payment in full of all amounts described in the prior sentence, such amount shall be held in trust
for the benefit of the Guaranteed Parties and shall forthwith be paid to the Guaranteed Parties to
be credited and applied upon the Obligations owed to the Guaranteed Parties, in accordance with the
terms of the Transaction Documents. If (i) Wyndham Worldwide shall make payment to the Guaranteed
Parties of all or any part of the
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Obligations and, (ii) all Obligations and all other amounts payable under this Guaranty shall be
paid in full, the Guaranteed Parties will, at Wyndham Worldwide’s request, execute and deliver to
the Performance Guarantor appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to the Performance Guarantor of an
interest in the Obligations resulting from any such payment made by the Performance Guarantor
hereunder. Notwithstanding the foregoing or any other provision of this Guaranty, WRDC, WCF, or
the Issuer may enter into a reimbursement agreement with Wyndham Worldwide under which WRDC, WCF,
or the Issuer agrees to reimburse the Performance Guarantor for amounts the Performance Guarantor
may be obligated to pay under this Guaranty as long as any such reimbursement shall be paid only
from amounts that are not subject to the lien of the Indenture.
SECTION 10. Representations and Warranties. Wyndham Worldwide represents and warrants
on the date hereof that:
(a) Organization and Good Standing. It is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware.
(b) No Conflict or Violation. The execution, delivery and performance by it of
this Guaranty and the transactions contemplated hereby are within its corporate powers, have
been duly authorized by all requisite corporate action and do not contravene (i) any of the
terms and provisions of its certificate of incorporation or its by-laws, (ii) any law, rule
or regulation applicable to it the violation of which would have a material adverse effect
on its performance hereunder, (iii) any contractual restriction binding on or affecting it
or its properties the violation of which would have a material adverse effect on its
performance hereunder or (iv) any order, writ, judgment, award, injunction or decree binding
on or affecting it or its properties the violation of which would have a material adverse
effect on its performance hereunder. It has duly executed and delivered this Guaranty.
(c) Power and Authority; Due Authorization. No authorization, approval or
other action by, and no notice to or filing with, any governmental authority or regulatory
body or other person is required for the due execution, delivery and performance by it of
this Guaranty.
(d) Binding Obligation. This Guaranty is its legal, valid and binding
obligation and is enforceable against it in accordance with the terms of this Guaranty,
except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization and similar laws of general applicability relating to or affecting creditors’
rights generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
(e) No Litigation. There is no action, suit or proceeding pending, or to its
knowledge threatened, affecting it or its property before any court, governmental agency or
arbitrator that materially adversely affects its ability to perform its obligations
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under this Guaranty, or that purports to affect the legality, validity or
enforceability of this Guaranty.
(f) Rank of Obligations. Its obligations under this Guaranty do rank and will
rank at least pari passu in priority of payment and in all other respects with all of its
unsecured indebtedness.
SECTION 11. Payment Free and Clear of Taxes, Etc. (a) Any and all payments made by
Wyndham Worldwide hereunder shall be made free and clear of and without deduction for any present
or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of the Trustee and the Collateral Agent (each an
“Indemnified Party”), taxes imposed on its income and franchise taxes imposed on it by the
jurisdiction under the laws of which the Indemnified Party is organized (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities imposed on payments made
by Wyndham Worldwide hereunder being hereinafter referred to as “Taxes”). If Wyndham
Worldwide shall be required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Indemnified Party, (i) the sum payable shall be increased as may be necessary so
that after making all required deductions (including deductions applicable to additional sums
payable under this Section 11) such Indemnified Party receives an amount equal to the sum it would
have received had no such deductions been made, (ii) Wyndham Worldwide shall make such deductions,
and (iii) Wyndham Worldwide shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law.
(b) In addition, Wyndham Worldwide agrees to pay any present or future stamp or documentary
taxes or other excise or property taxes, charges or similar levies (but excluding all taxes that
are excluded under Section 11(a)) that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Guaranty (hereinafter referred to
as “Other Taxes”).
(c) Wyndham Worldwide shall indemnify each Indemnified Party for the full amount of Taxes or
Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 11) paid by such Indemnified Party and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such
Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within
thirty (30) days from the date such Indemnified Party makes written demand therefor.
(d) Wyndham Worldwide, as applicable, shall within thirty (30) days after the date of any
payment of Taxes furnish each Indemnified Party, at its address referred to in Section 15, evidence
of payment thereof.
(e) Without prejudice to the survival of any other agreement of Wyndham Worldwide hereunder,
the agreements and obligations of the Performance Guarantor contained in this Section 11 shall
survive any termination of the Transaction Documents.
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SECTION 12. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE.
THIS GUARANTY IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS XX XXX XXXXX XX XXX
XXXX, XXXXXXXXX §0-0000 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES. WYNDHAM WORLDWIDE, THE DEPOSITOR, THE ISSUER, THE TRUSTEE
AND THE COLLATERAL AGENT EACH HEREBY AGREES TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN
THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE
AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.
SECTION 13. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A
BENCH TRIAL WITHOUT A JURY.
SECTION 14. Amendments, Etc. No amendment or waiver of any provision of this Guaranty
or consent to any departure by the Performance Guarantor therefrom shall be effective unless the
same shall be in writing and signed by the Depositor, the Issuer, the Trustee and the Collateral
Agent and then such amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. It shall be a condition to the execution by the
Trustee of any such amendment, waiver or consent that (i) so long as no Insurer Default has
occurred and is continuing, the Trustee shall first receive the written consent of the Insurer or
(ii) if an Insurer Default has occurred and is then continuing, the Rating Agency Condition shall
have been satisfied.
SECTION 15. Notices, Etc. All notices and other communications provided for hereunder
shall, unless otherwise stated herein, be in writing (including telex communication and
communication by facsimile copy) and mailed, telexed, transmitted or delivered, as to each party
hereto, at its address set forth under its name on the signature pages hereof or at such other
address as shall be designated by such party in a written notice to the other parties hereto and
notices to Standard & Poor’s Ratings Services shall be given at the address set forth below. All
such notices and communications shall be effective, upon receipt, or in the case of (a) notice by
mail, five days after being deposited in the United States mail, first class postage prepaid, (b)
notice by telex, when telexed against receipt of answerback, or (c) notice by facsimile copy, when
verbal communication of receipt is obtained. Notices sent to Standard & Poor’s Ratings Services
shall be sent to:
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Standard & Poor’s Ratings Services
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax number: 000-000-0000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax number: 000-000-0000
(or to such other address as may be furnished in writing to the Performance
Guarantor, the Issuer, the Depositor and the Trustee).
SECTION 16. No Waiver; Remedies. No failure on the part of any Guaranteed Party to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
SECTION 17. Termination of the Performance Guarantor’s Obligations under the Guaranty.
The Performance Guarantor’s obligations hereunder shall continue in full force and effect until
the date that is one year and one day after the Termination Date. This Guaranty shall continue to
be effective or shall be reinstated, as the case may be, with respect to the Performance Guarantor
if at any time payment or other satisfaction of any of the Obligations is rescinded or must
otherwise be restored or returned in connection with any Insolvency Proceeding with respect to WCF,
WRDC, the Issuer or any other Person or otherwise, as though such payment had not been made or
other satisfaction occurred, whether or not the Performance Guarantor is in possession of this
Guaranty. To the extent permitted by law, no invalidity, irregularity or unenforceability by
reason of the Bankruptcy Code or any insolvency or other similar law, or any law or order of any
government or agency thereof purporting to reduce, amend or otherwise affect the Obligations shall
impair, affect, be a defense to or claim against the obligations of the Performance Guarantor under
this Guaranty.
SECTION 18. Successors and Assigns. This Guaranty shall be binding upon Wyndham
Worldwide and its successors and permitted assigns, and Wyndham Worldwide shall not assign any of
its rights or obligations hereunder without the prior written consent of the Trustee which consent
shall be given only (i) if no Insurer Default has occurred and is continuing, after receiving the
written consent of the Insurer; (ii) if an Insurer Default has occurred and is then continuing,
after the Rating Agency Condition has been satisfied. The benefits of this Guaranty shall inure to
the benefit of, and be enforceable by, the Guaranteed Parties, and their respective successors,
transferees and assigns.
SECTION 19. Effect of Bankruptcy. To the extent permitted by law, this Guaranty shall
survive the occurrence of any Insolvency Proceeding with respect to WCF, WRDC, the Issuer, or any
other Person. To the extent permitted by law, no automatic stay under the Bankruptcy Code or other
federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which WCF,
WRDC or the Issuer is subject shall postpone the obligations of the Performance Guarantor under
this Guaranty.
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IN WITNESS WHEREOF, the Performance Guarantor has caused this Guaranty to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.
WYNDHAM WORLDWIDE CORPORATION, as Performance Guarantor |
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By: | /s/ Xxxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
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Address: Seven Xxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Telephone: Telecopier: |
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Acknowledged and accepted as of
this 18th day of November, 2007:
this 18th day of November, 2007:
SIERRA TIMESHARE 2007-2 RECEIVABLES FUNDING, LLC, as Issuer |
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By: | /s/ Xxxx X. Xxxxxxx | |||
Name: Xxxx X. Xxxxxxx | ||||
Title: President | ||||
Address: 00000 Xxxx Xxxxxxxxxx Xxxx. Xxxxx 000, Mailstop 2071 Xxx Xxxxx, Xxxxxx 00000 Telephone: Telecopier: |
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SIERRA DEPOSIT COMPANY, LLC, as Depositor |
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By: | /s/ Xxxx X. Xxxxxxx | |||
Name: Xxxx X. Xxxxxxx | ||||
Title: President | ||||
Address: 00000 Xxxx Xxxxxxxxxx Xxxx. Xxxxx 000, Mailstop 2067 Xxx Xxxxx, Xxxxxx 00000 Telephone: Telecopier: |
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[Signature page to Series 2007-2 Guaranty]
U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent |
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By: | /s/ Xxxxxx Xxxxxxxxx | |||
Name: Xxxxxx Xxxxxxxxx | ||||
Title: Vice President | ||||
Address: 000 Xxxxxxxxxx Xxx Xxxxxxxx X, Xxxx 0 Xxxxxxx, XX 00000 Attention: Structured Finance Trust Services Telephone: Telecopier: |
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U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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By: | /s/ Xxxxxxxx X’Xxxxx | |||
Name: Xxxxxxxx X’Xxxxx | ||||
Title: Vice President | ||||
Address: 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: Telecopier: |
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[Signature page to Series 2007-2 Guaranty]