FIRST AMENDMENT TO MASTER LOAN PURCHASE AGREEMENT Amendment Dated as of July 17, 2003 by and between TRENDWEST RESORTS, INC., as Seller and SIERRA DEPOSIT COMPANY, LLC as PurchaserMaster Loan Purchase Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
THIS FIRST AMENDMENT TO MASTER LOAN PURCHASE AGREEMENT (this "Amendment"), dated as of July 17, 2003, 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").
FIRST AMENDMENT to SERIES 2002-1 SUPPLEMENT to MASTER LOAN PURCHASE AGREEMENT SIERRA RECEIVABLES FUNDING COMPANY, LLC LOAN-BACKED VARIABLE FUNDING NOTES, SERIES 2002-1 by and between TRENDWEST RESORTS, INC., as Seller and SIERRA DEPOSIT COMPANY, LLC...Purchase Agreement Supplement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT SUPPLEMENT (this "Amendment") is dated as of July 17, 2003 and amends that Purchase Agreement Supplement dated as of August 29, 2002, as previously amended (the "PA Supplement") and 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").
SECOND AMENDMENT TO MASTER LOAN PURCHASE AGREEMENT Amendment Dated as of July 17, 2003 by and between FAIRFIELD ACCEPTANCE CORPORATION—NEVADA, as Seller and FAIRFIELD RESORTS, INC., as Co-Originator and FAIRFIELD MYRTLE BEACH, INC., as Co-Originator...Master Loan Purchase Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
THIS SECOND AMENDMENT TO MASTER LOAN PURCHASE AGREEMENT (this "Amendment"), dated as of July 17, 2003, is made by and between FAIRFIELD ACCEPTANCE CORPORATION-NEVADA, a Delaware corporation, 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, as an originator ("Kona"), 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 subsidiaries of Vacation Break, USA, Inc., a wholly-owned subsidiary of FRI), PALM VACATION GROUP, a Florida general partnership ("PVG"), OCEAN RANCH VACATION GROUP, a Florida general partnership ("ORVG") (each
May 2, 2003Employment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
Reference is made to the employment agreement by and between Cendant Corporation ("Cendant") and you dated as of September 12, 1997, as amended (your "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in your Employment Agreement.
MASTER LOAN PURCHASE AGREEMENT TERMINATION AGREEMENTMaster Loan Purchase Agreement Termination Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
This MASTER LOAN PURCHASE AGREEMENT TERMINATION AGREEMENT (this "Termination Agreement"), dated as of July 17, 2003, is made by and between EFI DEVELOPMENT FUNDING, INC., a Delaware corporation ("EFI"), and SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company ("Sierra").
FIRST AMENDMENT TO POOL PURCHASE AGREEMENT SUPPLEMENTPool Purchase Agreement Supplement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
THIS FIRST AMENDMENT TO POOL PURCHASE AGREEMENT SUPPLEMENT (this "Amendment"), dated as of July 17, 2003, is by and between SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as depositor (the "Depositor") and SIERRA RECEIVABLES FUNDING COMPANY, LLC, a Delaware limited liability company, as Issuer (the "Issuer"). This Amendment amends the Pool Purchase Agreement Supplement dated as of August 29, 2002 (the "Series 2002-1 Supplement") by and between the Depositor and the Issuer.
FIRST AMENDMENT TO MASTER INDENTURE AND SERVICING AGREEMENT by and among SIERRA RECEIVABLES FUNDING COMPANY, LLC, as Issuer and FAIRFIELD ACCEPTANCE CORPORATION—NEVADA, as Master Servicer and WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee and...Master Indenture and Servicing Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
THIS FIRST AMENDMENT TO MASTER INDENTURE AND SERVICING AGREEMENT dated as of July 17, 2003 (this "Amendment") is by and between SIERRA RECEIVABLES FUNDING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the "Issuer"), FAIRFIELD ACCEPTANCE CORPORATION-NEVADA, a Delaware corporation, as master servicer (the "Master Servicer"), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent (the "Collateral Agent"). This Amendment amends the Master Indenture and Servicing Agreement dated as of August 29, 2002 (the "Agreement") by and between the Issuer, the Master Servicer, the Trustee and the Collateral Agent.
FIRST AMENDMENT TO AMENDED AND EXTENDED EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
This First Amendment (this "Amendment") to the Amended and Extended Employment Agreement dated as of July 1, 2002 (the "Employment Agreement") by and between Cendant Corporation (the "Company") and Henry R. Silverman (the "Executive") is hereby entered into by and among the Company, the Executive, the Trustee of the Henry R. Silverman 1999 Insurance Trust (the "1999 Trust") and the Trustee of the Henry R. Silverman 2000 Insurance Trust (the "2000 Trust" and, collectively with the 1999 Trust, the "Trusts") and shall become effective this 28th day of July, 2003.
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
Reference is made to the employment agreement by and between Cendant Corporation ("Cendant") and you dated as of January 12, 2000, as amended (your "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in your Employment Agreement.
May 2, 2003Employment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
Reference is made to the employment agreement by and between Cendant Corporation ("Cendant") and you dated as of June 2, 2001 (your "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in your Employment Agreement.
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
Reference is made to the employment agreement by and between Cendant Corporation ("Cendant") and you dated as of April 1, 2003 (your "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in your Employment Agreement.
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
Reference is made to the employment agreement by and between Cendant Corporation ("Cendant") and you dated as of September 12, 1997, as amended (your "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in your Employment Agreement.
SECOND AMENDMENT to SERIES 2002-1 SUPPLEMENT to MASTER LOAN PURCHASE AGREEMENT SIERRA RECEIVABLES FUNDING COMPANY, LLC LOAN-BACKED VARIABLE FUNDING NOTES, SERIES 2002-1 by and between FAIRFIELD ACCEPTANCE CORPORATION—NEVADA, as Seller FAIRFIELD...Master Loan Purchase Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT SUPPLEMENT (this "Amendment") is dated as of July 17, 2003 and amends that Purchase Agreement Supplement dated as of August 29, 2002, as previously amended (the "PA Supplement") and is by and between FAIRFIELD ACCEPTANCE CORPORATION-NEVADA, a Delaware corporation, 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 Hawaiian limited liability company, as an originator ("Kona"), 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 subsidiaries of Vacation Break, USA, Inc., a wholly-own
MASTER LOAN PURCHASE AGREEMENT SUPPLEMENT TERMINATION AGREEMENTMaster Loan Purchase Agreement Supplement Termination Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
This MASTER LOAN PURCHASE AGREEMENT SUPPLEMENT TERMINATION AGREEMENT (this "Termination Agreement"), dated as of July 17, 2003, is made by and between EFI DEVELOPMENT FUNDING, INC., a Delaware corporation ("EFI"), and SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company ("Sierra").
May 2, 2003Employment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
Reference is made to the employment agreement by and between Cendant Corporation ("Cendant") and you dated as of April 1, 2003 (your "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in your Employment Agreement.
THIRD AMENDMENT TO MASTER INDENTURE AND SERVICING AGREEMENT SERIES 2002-1 SUPPLEMENTMaster Indenture and Servicing Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
This THIRD AMENDMENT TO THE SERIES 2002-1 SUPPLEMENT TO MASTER INDENTURE AND SERVICING AGREEMENT (this "Amendment"), dated as of July 17, 2003, is among SIERRA RECEIVABLES FUNDING COMPANY, LLC, a limited liability company formed under the laws of the State of Delaware, as Issuer, FAIRFIELD ACCEPTANCE CORPORATION—NEVADA, a Delaware corporation, 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.
FIRST AMENDMENT TO MASTER POOL PURCHASE AGREEMENTMaster Pool Purchase Agreement • August 7th, 2003 • Cendant Corp • Services-personal services • New York
THIS FIRST AMENDMENT TO MASTER POOL PURCHASE AGREEMENT (the "Agreement") dated as of July 17, 2003 is by and between SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as depositor (the "Depositor") and SIERRA RECEIVABLES FUNDING COMPANY, LLC, a Delaware limited liability company, as issuer (the "Issuer"). This Amendment amends the Master Pool Purchase Agreement dated as of August 29, 2002 (the "Agreement") by and between the Depositor and the Issuer.
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • August 7th, 2003 • Cendant Corp • Services-personal services
Reference is made to the employment agreement by and between Cendant Corporation ("Cendant") and you dated as of April 1, 1999, as amended (your "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in your Employment Agreement.
