INDENTURE AND SERVICING AGREEMENT Dated as of November 1, 2007 by and among SIERRA TIMESHARE 2007-2 RECEIVABLES FUNDING, LLC, as Issuer and WYNDHAM CONSUMER FINANCE, INC., as Servicer and U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral AgentIndenture and Servicing Agreement • November 6th, 2007 • Wyndham Worldwide Corp • Hotels & motels • New York
MASTER LOAN PURCHASE AGREEMENT Dated as of August 29, 2002 Amended and Restated as of October 30, 2007 by and between WYNDHAM CONSUMER FINANCE, INC., as Seller SIERRA DEPOSIT COMPANY, LLC, as Purchaser and THE ORIGINATORS, from time to time party heretoMaster Loan Purchase Agreement • November 6th, 2007 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS MASTER LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2002, as amended and restated as of October 30, 2007, is made by and between WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as seller (the “Seller”), WYNDHAM VACATION RESORTS, INC. (formerly known as Fairfield Resorts, Inc.) a Delaware corporation, as an originator (“WVRI”), WYNDHAM RESORT DEVELOPMENT CORPORATION (formerly known as Trendwest Resorts, Inc.) an Oregon corporation, as an originator (“WRDC”), FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation and a wholly-owned subsidiary of WVRI, as an originator (“FMB”), KONA HAWAIIAN VACATION OWNERSHIP, LLC, a Hawaiian limited liability company, as an originator (“Kona”), SHAWNEE DEVELOPMENT, INC., a Pennsylvania corporation, as an originator (“SDI”), EASTERN RESORTS COMPANY, LLC, a Rhode Island limited liability company (“EASTERN RESORTS”), as an originator, BHV DEVELOPMENT, INC., a Delaware corporation, as an originator (“BHV”), SEA GARDENS BEACH
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 October 30, 2007 SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC LOAN-BACKED VARIABLE FUNDING NOTES, SERIES...Master Loan Purchase Agreement • November 6th, 2007 • Wyndham Worldwide Corp • Hotels & motels • New York
FIRST AMENDMENT Dated as of October 30, 2007 TO MASTER INDENTURE AND SERVICING AGREEMENT Amended and Restated as of July 7, 2006Master Indenture and Servicing Agreement • November 6th, 2007 • Wyndham Worldwide Corp • Hotels & motels • New York
This FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER INDENTURE AND SERVICING AGREEMENT (this “Amendment”), dated as of October 30, 2007, 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”).
SECOND AMENDMENT Dated as of October 30, 2007 TO SERIES 2002-1 SUPPLEMENT TO MASTER INDENTURE AND SERVICING AGREEMENT Amended and Restated as of July 7, 2006Master Indenture and Servicing Agreement • November 6th, 2007 • Wyndham Worldwide Corp • Hotels & motels • New York
This SECOND AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-1 SUPPLEMENT TO MASTER INDENTURE AND SERVICING AGREEMENT (this “Amendment”), dated as of October 30, 2007, 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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, (as successor to U.S. Bank National 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 (as amended on the date hereof by the First Amendment thereto and as further amended from time to time, the “Agreement”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Collateral Agent (the “Collateral Agent”).
