EX-10.3



 





Exhibit 10.3




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, 2006




          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”).




          WHEREAS the Issuer, the Master Servicer, U.S. Bank National Association, as the predecessor
trustee and the Collateral Agent have executed the Series 2002-1 Supplement to Master Indenture and
Servicing Agreement, dated as of August 29, 2002 and amended and restated as of July 7, 2006, as
amended on November 13, 2006 (the “Indenture Supplement”) and capitalized terms used in
this Amendment and not otherwise defined shall have the meanings assigned to such terms in the
Indenture Supplement;




          WHEREAS, the Issuer, the Master Servicer, the Trustee and the Collateral Agent wish to amend
the Indenture Supplement in accordance with subsection 13.1(b) of the Agreement;




          NOW THEREFORE, in consideration of the premises and the agreements contained herein, the
parties hereto agree as follows:




 









 





EFFECTIVE DATE




          To the extent any of the provisions of this Amendment amend, revise or otherwise change the
terms of this Agreement, such amendments, revisions and other changes shall be effective as of
October 31, 2007 (the “Effective Date”). References to “hereby amended,” “hereby added,”
“hereby deleted” and similar phrases shall refer to the Effective Date.




ARTICLE I




AMENDMENTS




          Section 1.01. Amendments Relating to Definitions. Each of the following definitions
contained in Section 2.01 of the Indenture Supplement is hereby amended to read in its entirety as
follows or, if such definition is not included in the Indenture Supplement is hereby added to the
Indenture Supplement:




          “Business Day,” for purposes of this Supplement, shall mean any day other than (i) a
Saturday or Sunday, (ii) a day on which banking institutions in New York, New York, Las Vegas,
Nevada, or the city in which the Corporate Trust Office of the Trustee is located, are authorized
or obligated by law or executive order to be closed or (iii) a day on which banks in London are
closed.




          “Club Wyndham Access Loan” means any Series 2002-1 Pledged Loan which provides
financing for the purchase of a membership interest in the PTVO Owners Association.




          “Club Wyndham Access Loan Excess Amount” means, at any time, the amount by which (i)
the sum of the Loan Balances for all Series 2002-1 Pledged Loans which are Club Wyndham Access
Loans exceeds (ii) 10% of the Series 2002-1 Adjusted Loan Balance.




          “Defective Loan” means (i) any Series 2002-1 Pledged Loan which is a Defective Loan as
such term is defined in the Purchase Agreement under which such Series 2002-1 Pledged Loan was sold
to the Depositor or (ii) any Series 2002-1 Pledged Loan which is a Missing Documentation Loan.




          “Documents in Transit Excess Amount” means, at any time, the amount by which (i) the
sum of the Loan Balances for all Series 2002-1 Pledged Loans which are Documents in Transit Loans
exceeds (ii) 15% of the Series 2002-1 Adjusted Loan Balance.




          “Excess Concentration Amount” means, on any day, an amount equal to the sum of (i) the
Non-US Excess Amount, (ii) the Green Loans Excess Amount, (iii) Delayed Completion Green Loans
Excess Amount, (iv) the New Seller Excess Amount, (v) the Transition Period Excess Amount, (vi) the
Large Loans Excess Amount, (vii) the State Concentration Excess Amount, (viii) the Documents in
Transit Excess Amount, (ix) the Fixed Week Excess Amount, (x) the Extended Term Excess Amount, (xi)
the Club Wyndham Access Loan Excess Amount, (xii) the Presidential Reserve Loan Excess Amount and
(xiii), if required under subsection 7.01(d), the California Excess Amount.




2









 





          “Extended Term Excess Amount” means, at any time, the amount by which (i) the sum of
the Loan Balances for all Series 2002-1 Pledged Loans which have an original term greater than 120
months exceeds (ii) 7.5% of the Series 2002-1 Adjusted Loan Balance.




          “Facility Limit” means $1,200,000,000 as such amount may be reduced from time to time
in accordance with Section 4.08 hereof and the Note Purchase Agreement or increased in accordance
with Section 4.09 hereof and the Note Purchase Agreement.




          “Green Loans Excess Amount” means, the sum of the Six-Month Green Loan Excess Amount
and the Twelve-Month Green Loan Excess Amount.




          “Green Loan Reserve Percentage” for any Payment Date means with respect to any Green
Loan:





          (i) 0% if such Green Loan as of such Payment Date is a Six-Month Green Loan or is a
Delayed Completion Green Loan;




          (ii) 50% if such Green Loan as of such Payment Date is a Twelve-Month Green Loan; and




          (iii) 100% if such Green Loan as of such Payment Date is a Twelve Month Plus Green
Loan;


provided, however, that, if as of such Payment Date a Twelve-Month Green Loans Excess Amount
exists, the Green Loan Reserve Percentage applicable to a portion of the Twelve-Month Green Loans
equal to the Twelve-Month Green Loans Excess Amount shall be 0%.




          “Mandatory Redemption Date” means December 15, 2010.




          “Monthly Trustee Fee” means, in respect of any Due Period, the sum of $1,000.




          “Maturity Date” means October 31, 2024.




          “Presidential Reserve Loan” means any Series 2002-1 Pledged Loan which provides
financing for the purchase of an UDI in a Timeshare Property Regime at a Resort in which all or a
portion of the units comprising such Timeshare Property Regime are designated as Presidential
Reserve units and in respect of which units the owners have preferential reservation rights.




          “Presidential Reserve Loan Excess Amount” means, at any time, the amount by which (i)
the sum of the Loan Balances for all Series 2002-1 Pledged Loans which are Presidential Reserve
Loans exceeds (ii) 10% of the Series 2002-1 Adjusted Loan Balance.




          “Reserve Required Amount” as of the Closing Date means $8,403,837.12 and (i)
thereafter so long as no Amortization Event has occurred, means as of each Payment Date an amount
equal to the greater of (x) 2.0% of the Series 2002-1 Aggregate Loan Balance as of the end of the
prior Due Period or (y) the Estimated Fees, plus, in either case (A) $150,000 related to any
indemnification of the Trustee pursuant to Section 11.5 of the Agreement and (B) an amount




3









 




equal to the sum of the Green Loan Reserve Percentage of the Loan Balance for each Series
2002-1 Pledged Loan which is a Green Loan multiplied by the applicable Advance Rate for such Loan
and (ii) from and after the first Payment Date following an Amortization Event, the Reserve
Required Amount shall be $0.




          “Six- Month Green Loans” means Green Loans which finance a Timeshare Property related
to a Resort which has a scheduled completion date not more than six months after the end of the Due
Period for which the determination is made and which are not Delayed Completion Green Loans.




          “Six-Month Green Loans Excess Amount” means, at any time, the sum of (a) an amount by
which (i) the sum of the Loan Balances for all Series 2002-1 Pledged Loans which are Six- Month
Green Loans exceeds (ii) ten percent (10%) of the Series 2002-1 Adjusted Loan Balance of the Series
2002-1 Pledged Loans.




          “Twelve-Month Green Loans” means Green Loans which finance a Timeshare Property
related to a Resort which has a scheduled completion date more than six months but not more than 12
months after the end of the Due Period for which the determination is made and which are not
Delayed Completion Green Loans.




          “Twelve-Month Green Loans Excess Amount” means, at any time, the sum of (a) an amount
by which (i) the sum of the Loan Balances for all Series 2002-1 Pledged Loans which are
Twelve-Month Green Loans exceeds (ii) five percent (5%) of the Series 2002-1 Adjusted Loan Balance
of the Series 2002-1 Pledged Loans.




          “Twelve-Month Plus Green Loans” means Green Loans which finance a Timeshare Property
related to a Resort which has a scheduled completion date more than 12 months after the end of the
Due Period for which the determination is made and which are not Delayed Completion Green Loans.




          “WorldMark Loans” means Series 2002-1 Pledged Loans originated by WRDC.




          “Wyndham Loans” means Series 2002-1 Pledged Loans sold to the Depositor by Wyndham
excluding WorldMark Loans.




          Section 1.02. Deletion of Definition. The definition of “Trendwest Loans” is hereby
deleted in its entirety.




          Section 1.03. Authorized Amount. Subsection (a) of Section 4.02 of the Indenture
Supplement is hereby amended to add the following sentence at the end thereof:





The outstanding principal amount of the Notes as of October 31, 2007 and the Class Facility
Limit for each Class shall be as provided in Schedule 1 to this Supplement and the
outstanding principal amount of the respective Notes shall be increased from time to time as
provided in Section 4.07 of this Supplement and reduced as principal payments are made on
such Notes from time to time.



4









 





          Section 1.04 Extension of Maturity Date and Addition of Mandatory Redemption Date.




     The first paragraph of subsection (a) of Section 4.03 of the Indenture Supplement shall be and
hereby is amended to read in its entirety as follows:



     (a) Principal. The Notes shall have a Maturity Date of October 31, 2024.



     Section 4.03(a) of the Indenture Supplement is hereby further amended by the addition of the
following:




     The Series 2002-1 Notes shall be subject to mandatory redemption in whole by the Issuer
on the Mandatory Redemption Date and the entire principal amount shall be due and payable on
such date unless such redemption is waived in writing prior to the Mandatory Redemption Date
by the Holders of 100% of the Notes which would be outstanding on such Mandatory Redemption
Date.



          Section 1.05. Transfer Restrictions. Clause (2) of Section 4.11 of the Indenture
Supplement is hereby amended to read in its entirety as follows:





     (1) No more than ten Notes, each of which shall be issued to a single Class, shall be
issued and outstanding at any time.



          Section 1.06. Collection Account. Clause (iii) of Section 6.05(c) of the Indenture
Supplement is hereby amended to read in its entirety as follows:





shall mature one Business Day prior to the next Payment Date, in order to ensure that funds
on deposit therein will be available on such Payment Date.



          Section 1.07. Reserve Account. Clause (iii) of Section 6.06(f) of the Indenture
Supplement is hereby amended to read in its entirety as follows:




     shall mature one Business Day prior to the next Payment Date.



          Section 1.08. Hedge Agreement. Section 6.07(b) of the Indenture Supplement is hereby
amended to read in its entirety as follows:





     (b) the Issuer shall, as of each Payment Date, cause the notional amount of the Hedge
Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount
as of such Payment Date so that the adjusted notional amount of the Hedge Agreement shall on
each Payment Date be an amount equal to 90% of the Notes Principal Amount; the Issuer shall
also, as of each Payment Date adjust the Hedge Agreement to reflect the Required Cap Rate,
adjustments to the termination date of the Hedge Agreement in accordance with subsection (c)
of this Section 6.07 and adjustments to the the amortization schedule under the Hedge
Agreement in accordance with subsection (a) of this Section 6.07 following the addition and
release of Series 2002-1 Pledged Loans as



5









 






of each Payment Date; any additional Premium due for the adjustments to the interest rate
cap shall be paid as a Net Hedge Payment under Provision THIRD of Section 6.01;



          Section 1.09. Amendments Relating to Amortization Events.




          (a) Clause (b) of Section 9.01 of the Indenture Supplement is hereby amended and restated to
read in its entirety as follows:





          (b) the Issuer fails to pay in full the principal of the Series 2002-1 Notes on or
before the earlier of the Mandatory Redemption Date (unless such redemption has been waived)
and the Maturity Date and such failure continues for two Business Days; provided, however,
that if the Issuer has made deposits of Collections to the Collection Account in an amount
sufficient to make such payment in accordance with the Priority of Payments, but such
payment cannot be timely made as a result of a circumstances beyond the Issuer’s and the
Master Servicer’s control, the grace period shall be extended to three Business Days;



          (b) Clause (h) of Section 9.01 of the Indenture Supplement is hereby amended and restated to
read in its entirety as follows:





          (h) the Gross Excess Spread for any Due Period ending on or prior to October 31, 2008,
is less than 4.50% for any due Period; for Due Periods ending after October 31, 2008 this
provision shall not apply; except that if any Alternate Investor or Conduit does not extend
its Liquidity Termination Date on or before October 31, 2008, this provision shall continue
to apply;



          (c) The provision immediately following clause (p) in Section 9.01 of the Indenture Supplement
is hereby amended and restated to read in its entirety as follows:





then, in the case of an event described in any clause except clause (c) of the Events of
Default in Section 10.01, or clause (l) above, the Deal Agent at the direction of the
Majority Facility Investors, or, with respect to an event described in clause (j) or (k),
the Deal Agent, at the direction of any Class Agent or, with respect to clause (h) if such
provision applies after October 31, 2008, the Deal Agent at the direction of the Class Agent
or Class Agents which have not extended their Liquidity Termination Dates to a date on or
after October 31, 2008, by notice given in writing to the Issuer, the Master Servicer and
the Trustee, may declare that an Amortization Event has occurred as of the date of such
notice and, in the case of any event described in clause (c) of the Events of Default in
Section 10.01, or clause (l) of this Section 9.01, an Amortization Event will occur
immediately upon the occurrence of such event without any notice or other action on the part
of the Deal Agent, the Trustee or any other entity.



          Section 1.10. Amendment, Deletion and Replacement of Certain Terms. The Agreement is
hereby amended by deleting all references to “Trendwest” therein and inserting in their place
“WRDC.”



6









 







          Section 1.11. Amendment to Exhibit C and Authentication and Delivery of Notes.
Exhibit C to the Indenture Supplement is hereby amended and restated to read as provided in
Schedule 1 to this Amendment. On or after the date of this Amendment, the Trustee, as provided in
Section 2.5 of the Agreement and subject to the restrictions set forth in the Agreement and the
Indenture Supplement, at the request of the respective Registered Noteholders and at the direction
of the Issuer, shall authenticate, register and deliver in exchange for outstanding Notes or as
additional Notes, Notes in the amounts and registered as provided in Exhibit C.




          Section 1.12. Amendment of Section 12.08. Section 12.08 of the Indenture Supplement
is hereby amended and restated to read in its entirety as follows:





          Section 12.08. Rating Agency Review. The Issuer hereby agrees that if the
Issuer elects to maintain the ratings on the Series 2002-1 Notes on and after the Liquidity
Termination Date in 2008, the Issuer shall prior to the Liquidity Termination Date in 2008
submit the Series 2002-1 Notes for review to each Rating Agency then maintaining a rating on
the Series 2002-1 Notes.



          Section 1.13. Notice of Changes in the Hedge Agreement. The Indenture Supplement is
hereby amended to add the following Section 12.09:





          Section 12.09. Changes in the Hedge Agreement. The Issuer agrees that it will
notify each Rating Agency then maintaining a rating on the Series 2002-1 Notes of any
amendments to the Hedge Agreement.



MISCELLANEOUS PROVISIONS




          Section 2.01 Supplement in Full Force and Effect as Amended. Except as specifically
stated herein, all of the terms and conditions of the Agreement and the Indenture Supplement, as
amended and restated as of July 7, 2006, and as amended by the First Amendment thereto, shall
remain in full force and effect. All references to the Indenture Supplement in any other document
or instrument shall be deemed to mean the Indenture Supplement, as amended and supplemented by this
Amendment. This Amendment shall not constitute a novation of the Agreement or the Indenture
Supplement, but shall constitute an amendment thereto. The parties hereto agree to be bound by the
terms and obligations of the Indenture Supplement, as amended by this Amendment, as though the
terms and obligations of the Indenture Supplement were set forth herein.




          Section 2.02 Counterparts. This Amendment may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.




          Section 2.03 Governing Law. THIS AMENDMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




7









 





          IN WITNESS WHEREOF, the Issuer, the Master Servicer, the Trustee and the Collateral Agent have
caused this Amendment to be duly executed by their respective officers thereunto duly authorized,
all as of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC,

as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark A. Johnson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark A. Johnson
	 	 
	 

	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WYNDHAM CONSUMER FINANCE, INC.,

as Master Servicer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark A. Johnson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:

Title:
	 	Mark A. Johnson

President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Benjamin J. Krueger	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:

Title:
	 	Benjamin J. Krueger

Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Al Lusanaxay	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Al Lusanaxay	 	 
	 

	 	 	 	Title:
	 	Operations/Site Manager	 	 






[Signature Page to Second Amendment to Series 2002-1 Supplement to
Master Indenture and Servicing Agreement]


 












 






SCHEDULE 1




	 	 	 	 	 	 	 	 	 
	 	 	Percent of	 	 
	 	 	Principal Amount	 	 
	 	 	And Class Facility	 	Principal Amount as of
	Class	 	Limit	 	October 31, 2007
	 
	BANK OF AMERICA, N.A., as agent for
 the members of
the Class of which YC SUSI

Trust and Bank of America, N.A are
	 	 	13.02083	%	 	 	 	 
	 members
	 	$	156,250,000	 	 	$	120,084,130.69	 
	 
	 	 	 	 	 	 	 	 
	CITICORP NORTH AMERICA, INC., 
as agent for the
members of the Class of
which
	 	 	9.37500	%	 	 	 	 
	  Ciesco LLC and Citibank, N.A. are members
	 	$	112,500,000	 	 	$	86,460,574.10	 
	 
	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,
as 
agent for the members of
the Class of which 
Falcon
Asset Securitization
Company LLC
 and JPMorgan
Chase Bank, N.A. are
	 	 	10.41667	%	 	 	 	 
	members
	 	$	125,000,000	 	 	$	96,067,304.55	 
	 
	 	 	 	 	 	 	 	 
	CREDIT SUISSE, NEW YORK
BRANCH,
 as agent for the
members of the Class of 

which Alpine Securitization
Corp. and Credit Suisse,
	 	 	10.41667	%	 	 	 	 
	New York Branch are members
	 	$	125,000,000	 	 	$	96,067,304.55	 
	 
	 	 	 	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND,
as 
 agent for the members of
the Class of which
 Thames
Asset Global Securitization
	 	 	10.41667	%	 	 	 	 
	No. 1, Inc. is the member
	 	$	125,000,000	 	 	$	96,067,304.55	 
	 
	 	 	 	 	 	 	 	 
	DEUTSCHE BANK AG, NEW YORK 

BRANCH, as agent for the
members of the
 Class of
which Saratoga Funding
Corp.,
 LLC and Deutsche
Bank AG, New York 
	 	 	10.83333	%	 	 	 	 
	Branch are members
	 	$	130,000,000	 	 	$	99,909,996.73	 
	 
	 	 	 	 	 	 	 	 
	BARCLAYS BANK PLC, as agent
for the 
 members of the
Class of which Sheffield

Receivables Corporation and
Barclays Bank 
	 	 	10.41667	%	 	 	 	 
	PLC are members
	 	$	125,000,000	 	 	$	96,067,304.55	 
	 
	 	 	 	 	 	 	 	 
	THE BANK OF NOVA SCOTIA, as
agent 
 for the members of
the Class of which
 Liberty
Street Funding Corp. and The Bank
	 	 	9.37500	%	 	 	 	 
	 of Nova Scotia are
members
	 	$	112,500,000	 	 	$	86,460,574.10	 
	 
	 	 	 	 	 	 	 	 
	THE BANK OF
TOKYO-MITSUBISHI,
 UFJ,
LTD., New York Branch as
agent for 
 the members of
the Class of which Victory

	 	 	7.81250	%	 	 	 	 
	Receivables Corporation is the member
	 	$	93,750,000	 	 	$	72,050,478.41	 
	 
	 	 	 	 	 	 	 	 
	MIZUHO CORPORATE BANK,
LTD., as
 agent for the
members of the Class of
which 
Advantage Asset
Securitization Corp. and
	 	 	7.91667	%	 	 	 	 
	Mizuho Corporate Bank Ltd
are members
	 	$	95,000,000	 	 	$	73,011,151.46	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	100.000	%	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	Facility Limit:	 	 	 	 
	 
	 	 	 	 	 	 	 
	TOTAL
	 	$	1,200,000,000	 	 	$	922,246,123.69	 
	 
	 	 	 	 	 	 







 









 






EXHIBIT C




Note R-:




Registered to:





BANK OF AMERICA, N.A., as agent for the members of the Class of which YC SUSI Trust
and Bank of America, N.A are members



Principal Amount on October 31, 2007: $120,084,130.69




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Account for payments:

	 	Deutsche Bank, New York
	 

	 	ABA #: 021 001 033
	 

	 	For the Account of BTCO as Depository for RCC
	 

	 	Account: 00 384 710
	 

	 	Ref: Receivables Capital — Sierra Receivables
	 

	 	Attn: Stacy Coulon






Note R-:




Registered to:





CREDIT SUISSE, NEW YORK BRANCH, as agent for the members of the Class of which
Alpine Securitization Corp. and Credit Suisse, New York Branch are members



Principal Amount on October 31, 2007: $96,067,304.55




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Payment Instructions:

	 	Accounts for Payments: Bank of New York
	 

	 	ABA Number: 021-000-018
	 

	 	Account Number: 890-038-7025
	 

	 	Attention: M. Townsend
	 

	 	Reference: Sierra






 









 






Note R-:




Registered to:





THE BANK OF NOVA SCOTIA, as agent for the members of the Class of which Liberty
Street Funding Corp. and The Bank of Nova Scotia are members



Principal Amount on October 31, 2007: $86,460,574.10




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Payment Instructions:

	 	Liberty Street Funding Corp. (Sierra Funding)
	 

	 	ABA #: 026002532
	 

	 	Account Number: 215813
	 

	 	Attention: Vilma Pindling






Note R-:




Registered to:





JPMORGAN CHASE BANK, N.A., as agent for the members of the Class of which Falcon
Asset Securitization Company LLC and JPMorgan Chase Bank, N.A. are members



Principal Amount on October 31, 2007: $96,067,304.55




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Payment Instructions:

	 	Falcon Asset Securitization Company LLC
	 

	 	JPMorgan Chase Bank, N.A.
	 

	 	ABA # 021000021
	 

	 	Account Number: 5114810
	 

	 	Swift address: CHASUS33XXX
	 

	 	Reference: Sierra Funding







 











 




Note R- :



Registered to:





DEUTSCHE BANK AG, NEW YORK BRANCH, as agent for the members of the Class of which
Saratoga Funding Corp., LLC and Deutsche Bank AG, New York Branch are members



Principal Amount on October 31, 2007: $99,909,996.73




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Payment Instructions:

	 	Deutsche Bank, NY
	 

	 	ABA #: 026003780
	 

	 	Account Number: 10-581587-0008
	 

	 	Account Name: Saratoga Funding Corp.
	 

	 	Attention: Siegfried Radar Ph: 212-474-7737
	 

	 	Reference: Sierra 2002-1





Note R- :



Registered to:





THE ROYAL BANK OF SCOTLAND, as agent for the members of the Class of which Thames
Asset Global Securitization No. 1, Inc. is the member



Principal Amount on October 31, 2007: $96,067,304.55




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Payment Instructions:

	 	Account for payments:
	 

	 	J.P. Morgan Chase Bank
	 

	 	Clearing Code: CHASUS33
	 

	 	Account of: RBS (RBOSGB2L)
	 

	 	Account No.: CORFUN USDC
	 

	 	Ref: Favour – Cortina Funding Inc.






 









 




Note R- :



Registered to:





THE BANK OF TOKYO-MITSUBISHI, UFJ, LTD., New York Branch, as agent for the members
of the Class of which Victory Receivables Corporation is the member



Principal Amount on October 31, 2007: $72,050,478.41




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Account for payments:

	 	Deutsche Bank Trust Company Americas
	 

	 	ABA: 021-001-033
	 

	 	Account Number:      01419647
	 

	 	Ref: Victory Receivables/Sierra Timeshare

	 

	 	Attn: Kristy Yee





Note R- :



Registered to:





CITICORP NORTH AMERICA, INC., as agent for the members of the Class of which Ciesco
LLC and Citibank, N.A. are members



Principal Amount on October 31, 2007: $86,460,574.10




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Account for payments:
	 	 
	 

	 	ABA: 021-000-089
	 

	 	For Account #: 40636636
	 

	 	Account Name: CIESCO Redemption Account
	 

	 	Attention: Robert Kohl
	 

	 	Reference: CIESCO






 









 




Note R- :



Registered to:





BARCLAYS BANK PLC, as agent for the members of the Class of which Sheffield
Receivables Corporation and Barclays Bank PLC are members.



Principal Amount on October 31, 2007: $96,067,304.55




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Account for payments:
	 	 
	 

	 	ABA: 026-002-574
	 

	 	For Account #: 050791516
	 

	 	Account Name: Sheffield (Barclays)
	 

	 	Attention: Kartik Natarajan
	 

	 	Reference: Sheffield 4 (2) Funding Account





Note R- :



Registered to:





MIZUHO CORPORATE BANK, LTD, as agent for the members of the Class of which Advantage
Asset Securitization Corp. and Mizuho Corporate Bank, Ltd. are members



Principal Amount on October 31, 2007: $73,011,151.46




Maximum Principal Amount: Applicable Class Facility Limit




	 	 	 
	Account for payments:
	 	 
	 

	 	ABA: 021-000-018
	 

	 	For Account #: 211705
	 

	 	Account Name: Advantage (Mizuho)
	 

	 	Attention: Tammy Lou
	 

	 	Reference: Advantage for further credit to 23330 Sierra 2002