0000723612-05-000047 Sample Contracts

MASTER LOAN PURCHASE AGREEMENT
Master Loan Purchase Agreement • November 17th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

THIS MASTER LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2002, as amended and restated as of November 14, 2005, is made by and between TRENDWEST RESORTS, INC., an Oregon corporation, as seller (the “Seller”), and SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as purchaser (hereinafter referred to as the “Purchaser” or the “Company”).

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SERIES 2002-1 SUPPLEMENT Dated as of August 29, 2002 Amended and Restated as of November 14, 2005 to MASTER INDENTURE AND SERVICING AGREEMENT Dated as of August 29, 2002
Master Indenture and Servicing Agreement • November 17th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

SERIES 2002-1 SUPPLEMENT, dated as of August 29, 2002, and amended and restated as of November 14, 2005, among CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware and formerly known as Sierra Receivables Funding Company, LLC, as Issuer, CENDANT TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC., a Delaware corporation formerly known as Fairfield Acceptance Corporation-Nevada, as Master Servicer, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Trustee under the Agreement, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Collateral Agent.

MASTER POOL PURCHASE AGREEMENT dated as of August 29, 2002 Amended and Restated as of November 14, 2005 by and between SIERRA DEPOSIT COMPANY, LLC as Depositor and CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC as Issuer
Master Pool Purchase Agreement • November 17th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

THIS MASTER POOL PURCHASE AGREEMENT (the “Agreement”) dated as of August 29, 2002 as amended and restated as of November 14, 2005 is made by and between SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as depositor (the “Depositor”) and CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a Delaware limited liability company formerly known as Sierra Receivables Funding Company, LLC, as issuer (the “Issuer”). This Agreement, as amended and restated, contains provisions previously contained in the Series 2002-1 Supplement dated as of August 29, 2002 relating to the Cendant Timeshare Conduit Receivables Funding, LLC Loan-Backed Variable Funding Notes, Series 2002-1. By execution and delivery of this Agreement, as amended and restated, the Series 2002-1 Supplement is incorporated into this Agreement and the Series 2002-1 PPA Supplement as a separate document shall cease to exist.

SERIES 2002-1 SUPPLEMENT Dated as of August 29, 2002 to MASTER LOAN PURCHASE AGREEMENT Dated as of August 29, 2002 Amended and Restated as of November 14, 2005 CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC LOAN-BACKED VARIABLE FUNDING NOTES,...
Supplement • November 17th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

THIS PURCHASE AGREEMENT SUPPLEMENT (this “PA Supplement”), dated as of August 29, 2002, as amended and restated as of November 14, 2005, is by and between CENDANT TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC., a Delaware corporation formerly known as Fairfield Acceptance Corporation-Nevada, as seller (the “Seller”), FAIRFIELD RESORTS, INC., a Delaware corporation and the parent corporation of the Seller, as co-originator (“FRI”), FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation and a wholly-owned subsidiary of FRI, as co-originator (“FMB”), KONA HAWAIIAN VACATION OWNERSHIP, LLC, a Hawaii limited liability company, as an Originator (“Kona”), SHAWNEE DEVELOPMENT, INC., a Pennsylvania corporation (“SDI”), SEA GARDENS BEACH AND TENNIS RESORT, INC., a Florida corporation (“Sea Gardens”), VACATION BREAK RESORTS, INC., a Florida corporation (“VBR”), VACATION BREAK RESORTS AT STAR ISLAND, INC., a Florida corporation (“VBRS”) (each of Sea Gardens, VBR and VBRS being wholly-owned subsidiarie

MASTER INDENTURE AND SERVICING AGREEMENT Dated as of August 29, 2002 and Amended and Restated as of November 14, 2005 by and among CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, as Issuer and CENDANT TIMESHARE RESORT GROUP - CONSUMER FINANCE,...
Master Indenture and Servicing Agreement • November 17th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

THIS AMENDED AND RESTATED MASTER INDENTURE AND SERVICING AGREEMENT dated as of August 29, 2002 and amended and restated as of November 14, 2005 is by and between CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a limited liability company organized under the laws of the State of Delaware formerly known as Sierra Receivables Funding Company, LLC as issuer, CENDANT TIMESHARE RESORT GROUP - CONSUMER FINANCE, INC., a Delaware corporation formerly known as Fairfield Acceptance Corporation-Nevada,, as master servicer, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee and as collateral agent. This Agreement may be supplemented and amended from time to time in accordance with Article XIII. If a conflict exists between the terms and provisions of this Agreement and any Series Supplement, the terms and provisions of the Series Supplement shall be controlling with respect to the related Series.

SERIES 2002-1 SUPPLEMENT Dated as of August 29, 2002 to MASTER LOAN PURCHASE AGREEMENT Dated as of August 29, 2002 Amended and Restated as of November 14, 2005
Supplement • November 17th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

THIS PURCHASE AGREEMENT SUPPLEMENT (this “PA Supplement”), dated as of August 29, 2002, as amended and restated as of November 14, 2005, is by and between TRENDWEST RESORTS, INC., an Oregon corporation, as seller (the “Seller”) and SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as purchaser (hereinafter referred to as the “Purchaser” or the “Company”).

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