LETTER AGREEMENTSeparation and Distribution Agreement • November 14th, 2006 • Wyndham Worldwide Corp • Hotels & motels
Reference is made to the Separation and Distribution Agreement (the “Agreement”), dated as of July 27, 2006, by and among Cendant Corporation (“Cendant”), Realogy Corporation (“Realogy”), Travelport Inc. (“Travelport”) and Wyndham Worldwide Corporation (“Wyndham”) (each of Realogy, Travelport and Wyndham, a “Newco” and, collectively, the “Newcos”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement. This letter agreement confirms the agreement of the undersigned parties as follows with respect to any individual who was a former employee of Cendant or any of its subsidiaries on or prior to July 31, 2006 and who, at such time, was either (A) in a known dispute with the relevant employing entity relating to the circumstances surrounding the termination of such employee’s employment with such entity or (B) both (1) was notified on or prior to July 31, 2006 that such individual’s employment with Cendant or the applicable Newco (or
FIRST AMENDMENT Dated at of November 13, 2006 TO AMENDED AND RESTATED MASTER LOAN PURCHASE AGREEMENT As Amended and Restated as of July 7, 2006Master Loan Purchase Agreement • November 14th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS FIRST AMENDMENT (this “Amendment”) is dated as of November 13, 2006 and amends that MASTER LOAN PURCHASE AGREEMENT, dated as of August 29, 2002 and amended and restated as of July 7, 2006. This Amendment and such Master Loan Purchase Agreement are each by and between WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as seller (the “Seller”), WYNDHAM VACATION RESORTS, INC., a Delaware corporation formerly known as Fairfield Resorts, Inc., as co originator (“Resorts” or “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, as an originator (“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 corporatio
FIRST AMENDMENT Dated as of November 13, 2006 TO SERIES 2002-1 SUPPLEMENT TO WYNDHAM MASTER LOAN PURCHASE AGREEMENT As Amended and Restated as of July 7, 2006Master Loan Purchase Agreement • November 14th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS FIRST AMENDMENT (this “Amendment”) is dated as of November 13, 2006 and amends that Series 2002-1 Supplement dated as of August 29, 2002 and amended and restated as of July 7, 2006 (the “PA Supplement”) to the Master Loan Purchase Agreement under which WYNDHAM CONSUMER FINANCE, INC. is the Seller and is by and between WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as seller (the “Seller”), WYNDHAM VACATION RESORTS, INC., a Delaware corporation formerly known as Fairfield Resorts, Inc., as co originator (“Resorts” or “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, as an originator (“SDI”), SEA GARDENS BEACH AND TENNIS RESORT, INC., a Florida corporation (“Sea Gardens”), VACATION BREAK RESORTS, INC., a Florida corporation (“VBR”), VACATION BREA
FIRST AMENDMENT Dated as of November 13, 2006 TO SERIES 2002-1 SUPPLEMENT TO TRENDWEST MASTER LOAN PURCHASE AGREEMENT As Amended and Restated as of July 7, 2006Series 2002-1 Supplement to Trendwest Master Loan Purchase Agreement • November 14th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS FIRST AMENDMENT (this “ Amendment”) is dated as of November 13, 2006 and amends that Series 2002-1 Supplement dated as of August 29, 2002 and amended and restated as of July 7, 2006 (the “ PA Supplement”) to the Master Loan Purchase Agreement under which TRENDWEST RESORTS, INC. is the Seller and is by and between TRENDWEST RESORTS, INC., an Oregon corporation and SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as purchaser (hereinafter referred to as the “Purchaser” or the “Company”).
FIRST AMENDMENT Dated as of November 13, 2006 TO SERIES 2002-1 SUPPLEMENT TO MASTER INDENTURE AND SERVICING AGREEMENT Amended and Restated as of July 7, 2006Series 2002-1 Supplement to Master Indenture and Servicing Agreement • November 14th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
This FIRST AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-1 SUPPLEMENT TO MASTER INDENTURE AND SERVICING AGREEMENT (this “Amendment”), dated as of November 13, 2006, is among SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware, as Issuer (the “Issuer”), WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as Master Servicer (the “Master Servicer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Trustee (in such capacity, the “Trustee”) under the Master Indenture and Servicing Agreement, dated as of August 29, 2002 and amended and restated as of July 7, 2006 (the “Agreement”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Collateral Agent (the “Collateral Agent”).
