INDENTURE AND SERVICING AGREEMENT Dated as of July 11, 2006 by and among SIERRA TIMESHARE 2006-1 RECEIVABLES FUNDING, LLC, as Issuer and WYNDHAM CONSUMER FINANCE, INC., as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and U.S. BANK...Indenture and Servicing Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
MASTER LOAN PURCHASE AGREEMENT Dated as of August 29, 2002 Amended and Restated as of July 7, 2006 by and between TRENDWEST RESORTS, INC., as Seller and SIERRA DEPOSIT COMPANY, LLC as PurchaserMaster Loan Purchase Agreement • July 12th, 2006 • 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 July 7, 2006, 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”).
SERIES 2002-1 SUPPLEMENT Dated as of August 29, 2002 Amended and Restated as of July 7, 2006 to MASTER INDENTURE AND SERVICING AGREEMENT Dated as of August 29, 2002Series 2002-1 Supplement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
SERIES 2002-1 SUPPLEMENT, dated as of August 29, 2002 and amended and restated as of July 7, 2006, among SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware, as Issuer, WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as Master Servicer, U.S. BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Trustee under the Agreement as successor to Wachovia Bank, National Association and U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as Collateral Agent, as successor to Wachovia Bank, National Association.
CREDIT AGREEMENT Dated as of July 7, 2006 among WYNDHAM WORLDWIDE CORPORATION, as Borrower THE LENDERS REFERRED TO HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, BANK OF AMERICA, N.A., THE BANK OF...Credit Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • London
CREDIT AGREEMENT (the “Agreement”) dated as of July 7, 2006, among WYNDHAM WORLDWIDE CORPORATION, a Delaware corporation (the “Borrower”), the lenders referred to herein (the “Lenders”), CITICORP USA, INC., as syndication agent (the “Syndication Agent”), BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND PLC, as documentation agents (the “Documentation Agents”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as co-documentation agent (the “Co-Documentation Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”; together with the Syndication Agent, the Documentation Agents and the Co-Documentation Agent, the “Agents”) for the Lenders.
MASTER LOAN PURCHASE AGREEMENT Dated as of August 29, 2002 Amended and Restated as of July 7, 2006 by and between WYNDHAM CONSUMER FINANCE, INC., as Seller and FAIRFIELD RESORTS, INC., as Co-Originator and FAIRFIELD MYRTLE BEACH, INC., as...Master Loan Purchase Agreement • July 12th, 2006 • 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 July 7, 2006, is made by and between WYNDHAM CONSUMER FINANCE, INC. (formerly known as Cendant Timeshare Resort Group – Consumer Finance, Inc.), a Delaware corporation, as seller (the “Seller”), FAIRFIELD RESORTS, INC., a Delaware corporation, 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, 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 corporation (“VBRS”) (each of Sea Gardens, VBR and VBRS being wholly-owned subsidiaries of Vacation Break, USA, Inc.,
INTERIM TERM LOAN AGREEMENT Dated as of July 7, 2006 among WYNDHAM WORLDWIDE CORPORATION, as Borrower THE LENDERS REFERRED TO HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, THE ROYAL BANK OF SCOTLAND PLC and THE BANK OF NOVA SCOTIA, as...Interim Term Loan Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
CREDIT AGREEMENT (the “Agreement”) dated as of July 7, 2006, among WYNDHAM WORLDWIDE CORPORATION, a Delaware corporation (the “Borrower”), the lenders referred to herein (the “Lenders”), THE ROYAL BANK OF SCOTLAND PLC, and THE BANK OF NOVA SCOTIA, as syndication agents (the “Syndication Agents”), BANK OF AMERICA, N.A. and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as documentation agents (the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”; together with the Syndication Agents and the Documentation Agents, the “Agents”) for the Lenders.
PERFORMANCE GUARANTY (Series 2006-1)Performance Guaranty • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
PERFORMANCE GUARANTY (this “Guaranty”) dated as of July 11, 2006 is made by Cendant Corporation, a Delaware corporation and by Wyndham Worldwide Corporation, a Delaware corporation (“Wyndham Worldwide”) in favor of Sierra Timeshare 2006-1 Receivables Funding, LLC, a Delaware limited liability company (the “Issuer”), Sierra Deposit Company, LLC, a Delaware limited liability company (the “Depositor”), Wells Fargo Bank, National Association, as trustee, (the “Trustee”) and U.S. Bank, National Association, 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.
MASTER POOL PURCHASE AGREEMENT dated as of August 29, 2002 Amended and Restated as of July 7, 2006 by and between SIERRA DEPOSIT COMPANY, LLC as Depositor and SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC as IssuerMaster Pool Purchase Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS MASTER POOL PURCHASE AGREEMENT (the “Agreement”) dated as of August 29, 2002 as amended and restated as of July 7, 2006 is made by and between SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as depositor (the “Depositor”) and SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a Delaware limited liability company, as issuer (the “Issuer”). This Agreement contains provisions previously contained in the Series 2002-1 Supplement dated as of August 29, 2002 relating to the Issuer’s Loan-Backed Variable Funding Notes, Series 2002-1. The Series 2002-1 Supplement is incorporated into this Agreement and the Series 2002-1 PPA Supplement has ceased 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 July 7, 2006Loan Purchase Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS PURCHASE AGREEMENT SUPPLEMENT (this “PA Supplement”), dated as of August 29, 2002, as amended and restated as of July 7, 2006, 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”).
MASTER INDENTURE AND SERVICING AGREEMENT Dated as of August 29, 2002 and Amended and Restated as of July 7, 2006 by and among SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, as Issuer and WYNDHAM CONSUMER FINANCE, INC., as Master Servicer and U.S....Master Indenture and Servicing Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS AMENDED AND RESTATED MASTER INDENTURE AND SERVICING AGREEMENT dated as of August 29, 2002 and amended and restated as of July 7, 2006 is by and between SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer, WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as master servicer, U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as successor to Wachovia Bank, National 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.
PERFORMANCE GUARANTYPerformance Guaranty • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
PERFORMANCE GUARANTY (this “Guaranty”) dated as of July 7, 2006 is made by Wyndham Worldwide Corporation, a Delaware corporation (the “Performance Guarantor”) in favor of Sierra Deposit Company, LLC, a Delaware limited liability company, (the “Depositor”), Sierra Timeshare Conduit Receivables Funding Company, LLC, a Delaware limited liability company (the “Issuer”) and U.S. Bank National Association as successor to Wachovia Bank, National Association, as trustee and as collateral agent (the “Trustee” and the “Collateral Agent,” respectively) under the Indenture and Servicing Agreement referenced below for the benefit of holders of the Series 2002-1 Notes issued pursuant to such Indenture and Servicing Agreement.
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 July 7, 2006 SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC LOAN-BACKED VARIABLE FUNDING NOTES, SERIES...Master Loan Purchase Agreement • July 12th, 2006 • Wyndham Worldwide Corp • Hotels & motels • New York
THIS PURCHASE AGREEMENT SUPPLEMENT (this “PA Supplement”), dated as of August 29, 2002, as amended and restated as of July 7, 2006, is by and between WYNDHAM CONSUMER FINANCE, INC., 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 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 subsidiaries of Vacation Break, USA, Inc., a wholly-owned subsidiary of FRI), PALM VACATION GROUP
