EX-10.4



 






Exhibit 10.4





 




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 hereto




 





 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	Section 1. Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 2. Purchase and Sale of Loans
	 	 	18	 
	 
	 	 	 	 
	Section 3. Pool Purchase Price
	 	 	19	 
	 
	 	 	 	 
	Section 4. Payment of Purchase Price
	 	 	19	 
	 
	 	 	 	 
	    (a) Closing Dates
	 	 	19	 
	    (b) Manner of Payment of Additional Pool Purchase Price
	 	 	19	 
	 
	    (c) Scheduled Payments Under Loans and Cut-Off Date
	 	 	19	 
	 
	 	 	 	 
	Section 5. Conditions Precedent to Sale of Loans
	 	 	19	 
	 
	 	 	 	 
	Section 6. Representations and Warranties of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts,
BHV and the VB Subsidiaries
	 	 	20	 
	 
	 	 	 	 
	    (a) General Representations and Warranties of the Seller, WVRI, WRDC, FMB, SDI,
Eastern Resorts, BHV and the VB Subsidiaries
	 	 	20	 
	 
	    (b) Representations and Warranties Regarding the Loans
	 	 	25	 
	 
	    (c) Representations and Warranties Regarding the Loan Files
	 	 	31	 
	 
	    (d) Survival of Representations and Warranties
	 	 	31	 
	 
	    (e) Indemnification of the Company
	 	 	32	 
	 
	    (f) Representations and Warranties of Kona
	 	 	32	 
	 
	 	 	 	 
	Section 7. Repurchases or Substitution of Loans for Breach of Representations and Warranties
	 	 	32	 
	 
	 	 	 	 
	Section 8. Covenants of the Seller and WVRI
	 	 	32	 
	 
	 	 	 	 
	    (a) Affirmative Covenants of the Seller and WVRI
	 	 	32	 
	 
	    (b) Negative Covenants of the Seller and WVRI
	 	 	36	 
	 
	    (c) Negative Covenants of WRDC
	 	 	38	 
	 
	 	 	 	 
	Section 9. Representations and Warranties of the Company
	 	 	38	 
	 
	 	 	 	 
	Section 10. Covenants of the Company
	 	 	39	 
	 
	 	 	 	 
	Section 10A Negative Covenant of the Company
	 	 	41	 
	 
	 	 	 	 
	Section 11. Miscellaneous
	 	 	41	 
	 
	 	 	 	 
	    (a) Amendment
	 	 	41	 
	 
	    (b) Assignment
	 	 	41	 






i









 







TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	(c) Counterparts
	 	 	41	 
	 
	(d) Termination
	 	 	41	 
	 
	(e) GOVERNING LAW
	 	 	41	 
	 
	(f) Notices
	 	 	41	 
	 
	(g) Severability of Provisions
	 	 	42	 
	 
	(h) Successors and Assigns
	 	 	42	 
	 
	(i) Costs, Expenses and Taxes
	 	 	42	 
	 
	(j) No Bankruptcy Petition
	 	 	42	 
	 
	(k) Treatment of Timeshare Upgrades
	 	 	42	 






ii









 






SCHEDULES




Schedule 1 – Loan Schedule




Schedule 2 – WVRI and WRDC Resorts




Schedule 3 – Environmental Issues




Schedule 4 – Lockbox Accounts




Schedule 5 – Litigation




EXHIBITS




	 	 	 
	Exhibit A

	 	Forms of Custodial Agreements
	 
	 	 
	Exhibit B

	 	Form of Assignment of Additional Loans
	 
	 	 
	Exhibit C

	 	Credit Standards and Collection Policies of Wyndham Consumer Finance, Inc.
	 
	 	 
	Exhibit D

	 	Forms of Loans
	 
	 	 
	Exhibit E

	 	Form of Lockbox Agreement
	 
	 	 
	Exhibit F

	 	Representatives and Warranties of Kona







 









 








MASTER LOAN PURCHASE AGREEMENT




     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 AND TENNIS RESORT, INC., a Florida corporation, as an
originator (“Sea Gardens”), VACATION BREAK RESORTS, INC., a Florida corporation, as an
originator (“VBR”), VACATION BREAK RESORTS AT STAR ISLAND, INC., a Florida corporation, as
an originator (“VBRS”) (each of Sea Gardens, VBR and VBRS being wholly-owned subsidiaries
of Vacation Break, USA, Inc., a wholly-owned subsidiary of WVRI), PALM VACATION GROUP, a Florida
general partnership, as an originator (“PVG”), OCEAN RANCH VACATION GROUP, a Florida
general partnership, as an originator (“ORVG”) (each of Sea Gardens, VBR, VBRS, PVG and
ORVG are hereinafter collectively referred to as the “VB Subsidiaries” and PVG and ORVG are
hereinafter collectively referred to as the “VB Partnerships”) and SIERRA DEPOSIT COMPANY,
LLC, a Delaware limited liability company, as purchaser (hereinafter referred to as the
“Purchaser” or the “Company”).



RECITALS




     WHEREAS, WVRI, WRDC, FMB, Kona, SDI, Eastern Resorts, BHV and the VB Subsidiaries have
originated certain Loans in connection with the sale to Obligors of Timeshare Properties at various
Resorts;



     WHEREAS, in the ordinary course of their businesses, WVRI purchases or will purchase directly
or indirectly from FMB, Kona, SDI, Eastern Resorts, BHV and the VB Subsidiaries, and the Seller
purchases or will purchase from WVRI and WRDC, certain Loans and related property (including an
interest in the Timeshare Properties underlying such Loans);



     WHEREAS, each of WVRI, WRDC, FMB, Kona, SDI, Eastern Resorts, BHV, the VB Subsidiaries, the
Seller and the Company wishes to enter into this Agreement and the related Master Loan Purchase
Agreement Supplement for each Series of Notes (each, a “PA Supplement”) in order to, among
other things, effect the sale to the Company on the related Closing Date of Initial Loans and
related Transferred Assets that the Seller owns as of the close of business on the related Cut-Off
Date, and the sale to the Company of Additional Loans (including Additional Upgrade Balances) and
related Transferred Assets that the Seller will own from time to time thereafter as of the close of
business on the related Addition Cut-Off Dates; and



 









 







     WHEREAS, the Company intends to transfer and assign the Loans and related Transferred Assets
to the various Issuers, which will then grant security interests in the Loans and related
Transferred Assets to the Collateral Agent on behalf of the various Trustees and the holders of
Notes issued from time to time pursuant to an Indenture and Servicing Agreement.



     NOW, THEREFORE, in consideration of the purchase price set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:



EFFECTIVE DATE




     This Amended and Restated Master Loan Purchase Agreement has been dated, executed and
delivered on October 30, 2007, however, to the extent the provisions hereof amend, revise or
otherwise change the terms of the Master Loan Purchase Agreement dated as of August 29, 2002 as
amended and restated and as further amended prior to the date hereof, such amendments, revisions
and other changes contained herein shall become effective on October 31, 2007 (the “Effective
Date”).



     Section 1. Definitions.



     Whenever used in this Agreement, the following words and phrases shall have the following
meanings:



     “Acquired Portfolio Loan” shall mean a loan (which shall be a loan, installment
contract or other contractual obligation incurred to finance the acquisition of an interest in a
vacation property or rights to use vacation properties or otherwise substantially similar to Loans)
which the Seller or an affiliate of the Seller has acquired either by purchase of a portfolio or
by acquisition of an entity which owns the portfolio and new loans originated with respect to such
entity, program or portfolio during the Transition Period; provided that, the term Acquired
Portfolio Loan shall not include loans acquired from Kona.



     “Addition Cut-Off Date” shall mean, for Additional Loans of any Series, the date set
forth in the related Assignment.



     “Addition Date” shall mean, with respect to any Series, the Addition Date as defined
in the related PA Supplement.



     “Additional Issuer” shall mean an entity which is a subsidiary of the Purchaser, other
than the Initial Issuer, which purchases Loans from the Purchaser with the proceeds of a Series of
Notes issued by such entity and pledges the Loans to secure such Series of Notes.



     “Additional Loan” shall mean, with respect to any Series, each installment contract or
contract for deed or contract or note secured by a mortgage, deed of trust, vendor’s lien or
retention of title, or loan providing financing for Vacation Credits or Points, in each case
relating to the sale of one or more Timeshare Properties or Green Timeshare Properties to an
Obligor and each Additional Upgrade Balance, in each case constituting one of the Loans of such
Series purchased from the Seller as of an Addition Cut-Off Date and listed on Schedule 1 to the
related Assignment.



2









 





     “Additional Pool Purchase Price” shall have the meaning set forth in Section 3.



     “Additional Series” shall mean a Series of Notes, other than the Series 2002-1 Notes.



     “Additional Upgrade Balance” shall mean, with respect to any Loan, any future
borrowing made by the related Obligor pursuant to a modification of the Loan relating to a
Timeshare Upgrade after the Cut-Off Date or the Addition Cut-Off Date, as applicable, with respect
to such Loan, together with all money due or to become due in respect of such borrowing.



     “Affiliate” of any Person shall mean any other Person controlling or controlled by or
under common control with such Person, and “control” shall mean the power to direct the management
and policies of such Person directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and “controlling” and “controlled” shall have meanings
correlative to the foregoing.



     “Agreement” shall mean this Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.



     “Amortization Event” shall mean, with respect to any Series, one or more of the events
constituting an Amortization Event as defined in the related Indenture Supplement.



     “Alliance Program” shall mean any sales and marketing program pursuant to which an
Originator acquires recovered Timeshare Property interests from sold out third-party unaffiliated
resorts for resale.



     “Assessments” shall mean any assessments made with respect to a Timeshare Property,
including but not limited to real estate taxes, recreation fees, community club or property owners’
association dues, water and sewer improvement district assessments or other similar assessments,
the nonpayment of which could result in the imposition of a Lien or other encumbrance upon such
Timeshare Property.



     “Assignment” shall mean, with respect to any Series, an Assignment as defined in the
related PA Supplement.



     “Assignment of Mortgage” shall mean any assignment (including any collateral
assignment) of any Mortgage.



     “Bankruptcy Code” shall mean the United States Bankruptcy Code, Title 11 of the United
States Code, as amended.



     “Benefit Plan” shall mean any employee benefit plan as defined in Section 3(3) of
ERISA in respect of which the Company or any ERISA Affiliate of the Company is, or at any time
during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA.



     “BHV” shall have the meaning set forth in the preamble.



     “BHV Addition Date” shall mean October 31, 2007



3









 





     “Business Day” shall mean any day other than (i) a Saturday or Sunday or (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, or any other city specified in the PA Supplement
for a Series, are authorized or obligated by law or executive order to be closed.



     “Closing Date” shall mean, with respect to any Series, the Closing Date as defined
in the related PA Supplement.



     “ClubWyndham Access” shall mean, ClubWyndham Access Vacation Ownership Plan, the plan
pursuant to which members of the PTVO Owners Association may occupy and use vacation property.



     “Collateral” shall have the meaning set forth in the Indenture and Servicing
Agreement.



     “Collateral Agency Agreement” shall mean the Collateral Agency Agreement dated as
of January 15, 1998 by and between U.S. Bank National Association as successor Collateral Agent
and the secured parties named therein, as amended by the First Amendment dated as of July 31,
1998, the Second Amendment dated as of July 25, 2000, the Third Amendment dated as of July 1,
2001, the Fourth Amendment dated as of August 29, 2002, the Fifth Amendment dated as of March
31, 2003, the Sixth Amendment dated as of May 20, 2003, the Seventh Amendment dated as of
December 5, 2003, the Eighth Amendment dated as of March 27, 2004, the Ninth Amendment dated as
of August 11, 2005, the Tenth Amendment dated as of July 11, 2006, the Eleventh Amendment dated
as of February 12, 2007, the Twelfth Amendment dated as of May 23, 2007 and the Thirteenth
Amendment dated as of November 1, 2007 as such Collateral Agency Agreement may be further
amended, supplemented or otherwise modified from time to time in accordance therewith.



     “Collateral Agent” shall mean U.S. Bank National Association, as Collateral Agent,
its successors and assigns and any entity which is substituted as Collateral Agent under the
terms of the Collateral Agency Agreement.



     “Collection Account” shall mean with respect to any Series the account or accounts
established as the collection account for such Series pursuant to the Indenture and Servicing
Agreement under which such Series of Notes is issued.



     “Collections” shall mean, with respect to any Loan, all funds, cash collections and
other cash proceeds of such Loan, including without limitation (i) all Scheduled Payments or
recoveries made in the form of money, checks and like items to, or a wire transfer or an
automated clearinghouse transfer received in, any of the Lockbox Accounts or received by the
Issuer or the Master Servicer (or any Subservicer) in respect of such Loan, (ii) all amounts
received by the Issuer, the Master Servicer (or any Subservicer) or the Trustee in respect of
any Insurance Proceeds relating to such Loan or the related Timeshare Property and (iii) all
amounts received by the Issuer, the Master Servicer (or any Subservicer) or the Trustee in
respect of any proceeds in respect of a condemnation of property in any Resort, which proceeds
relate to such Loan or the related Timeshare Property.



     “Company” shall have the meaning set forth in the preamble.



4









 





     “Contaminants” shall have the meaning set forth in Section 6(b)(xii).



     “Corporate Trust Office” with respect to any Trustee, shall have the meaning set
forth in the Indenture and Servicing Agreement.



     “Credit Card Account” shall mean an arrangement whereby an Obligor makes Scheduled
Payments under a Loan via pre-authorized debit to a Major Credit Card.



     “Credit Standards and Collection Policies” shall mean the Credit Standards and
Collection Policies of the Seller, a copy of which is attached to this Agreement as Exhibit C, as
the same may be amended from time to time in accordance with the provisions of Section 8(b)(iii).



     “Custodial Agreement” shall mean the Ninth Amended and Restated Custodial Agreement
dated as of November 1, 2007 by and between each of the Issuers, the Seller, WRDC, U.S. Bank
National Association as Custodian, the Trustees and the Collateral Agent, a copy of which is
attached to this Agreement as Exhibit A, as the same may be amended, supplemented or otherwise
modified from time to time thereafter in accordance with the terms hereof.



     “Custodian” shall mean, at any time, the custodian under a Custodial Agreement at such
time.



     “Customary Practices” shall mean the Master Servicer’s practices with respect to the
servicing and administration of Loans as in effect from time to time, which practices shall be
consistent with the practices employed by prudent lending institutions that originate and service
instruments similar to the Loans or other timeshare loans in the jurisdictions in which the Resorts
are located.



     “Cut-Off Date” shall mean, with respect to any Series, the Cut-Off Date as defined
in the related PA Supplement.



     “De Minimus Levels” shall have the meaning set forth in Section 6(b)(xii).



     “Debtor Relief Laws” shall mean the Bankruptcy Code and all other applicable
liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency,
reorganization, suspension of payments or similar debtor relief laws from time to time in effect
affecting the rights of creditors generally.



     “Defaulted Loan” shall mean any Loan (a) with any portion of a Scheduled Payment
delinquent more than 90 days, (b) with respect to which the Master Servicer shall have determined
in good faith that the Obligor will not resume making Scheduled Payments, (c) for which the related
Obligor has been the subject of a proceeding under a Debtor Relief Law or (d) for which
cancellation or foreclosure actions have been commenced.



     “Defaulted Loan Repurchase Cap” shall mean, as of any date of determination, an amount
equal to the product of (a) 16.00% multiplied by (b) the aggregate Loan principal
balance of all Loans (calculated as of the Cut-Off Date or related Addition Cut-Off Date, as
applicable, for



5









 







each Loan) sold by the Seller to the Depositor pursuant to this Agreement on or prior to such
date of determination.



     “Defective Loan” shall mean, with respect to any Series, any Loan with any uncured
material breach of a representation or warranty of the Seller set forth in Section 6(b) hereof and
in the related PA Supplement.



     “Delinquent Loan” shall mean, with respect to any Series, a Loan with any portion
of a Scheduled Payment delinquent more than 30 days, other than any Loan that is a Defaulted
Loan.



     “Depositor Administrative Services Agreement” shall mean the administrative services
agreement dated as of August 29, 2002 by and between Wyndham as administrator and the Company as
the same may be amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms thereof.



     “Due Date” shall mean, with respect to any Loan, the date on which an Obligor is
required to make a Scheduled Payment thereon.



     “Due Period” shall mean, with respect to any Payment Date, the immediately
preceding calendar month.



     “Eastern Resorts” shall mean, Eastern Resorts Company, LLC, a Rhode Island limited
liability company.



     “Eastern Resorts Addition Date” shall mean the date on which Loans originated by
Eastern Resorts are first sold to the Purchaser under the terms of this Agreement and a PA
Supplement.



     “Eligible Loan” shall mean, with respect to any Series, an Eligible Loan as defined
in the related PA Supplement.



     “Environmental Laws” shall have the meaning set forth in Section 6(b)(xii).



     “Equity Percentage” shall mean, with respect to a Loan, a fraction, expressed as a
percentage, the numerator of which is the excess of (A) the Timeshare Price of
the related Timeshare Property relating to a Loan paid or to be paid by an Obligor over
(B) the outstanding principal balance of such Loan at the time of sale of such Timeshare
Property to such Obligor (less the amount of any valid check presented by such Obligor
at the time of such sale that has cleared the payment system), and the denominator of
which is the Timeshare Price of the related Timeshare Property, provided that any cash
downpayments or principal payments made on any initial Loan that have been fully prepaid as part
of a Timeshare Upgrade and financed downpayments under such initial Loan financed over a period
not exceeding six months from the date of origination of such Loan that have actually been paid
within such six-month period shall be included for purposes of calculating the numerator of such
fraction.



6









 





     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.



     “ERISA Affiliate” shall mean, with respect to any Person, (i) any corporation which is
a member of the same controlled group of corporations (within the meaning of Section 414(b) of the
Internal Revenue Code) as such Person; (ii) a trade or business (whether or not incorporated) under
common control (within the meaning of Section 414(c) of the Internal Revenue Code) with such
Person; or (iii) a member of the same affiliated service group (within the meaning of Section
414(m) of the Internal Revenue Code) as such Person, any corporation described in clause (i) or any
trade or business described in clause (ii).



     “ERISA Liabilities” shall have the meaning set forth in Section 8(b)(vi).



     “Event of Default” shall mean, with respect to any Series, one or more of the
events constituting an Event of Default under the related Indenture Supplement.



     “Facility Documents” shall mean, collectively, this Agreement, each PA Supplement,
each Indenture and Servicing Agreement, each Indenture Supplement, each Pool Purchase Agreement,
the Custodial Agreement, the Lockbox Agreements, the Collateral Agency Agreement, the Title
Clearing Agreements, the Loan Conveyance Documents, the Depositor Administrative Services
Agreement, the Issuer Administrative Services Agreement, the Financing Statements and all other
agreements, documents and instruments delivered pursuant thereto or in connection therewith.



     “FairShare Plus Agreement” shall mean the Amended and Restated FairShare Vacation Plan
Use Management Trust Agreement effective as of January 1, 1996 by and between WVRI, FMB and such
other Subsidiaries and third party developers as may be named by an amendment or addendum thereto,
as the same may be amended, restated, supplemented or otherwise modified from time to time
thereafter in accordance with the terms of this Agreement.



     “FairShare Plus Program” shall mean the program pursuant to which the occupancy and
use of a Timeshare Property is assigned to the trust created by the FairShare Plus Agreement in
exchange for annual symbolic points that are used to establish the location, timing, length of stay
and unit type of a vacation, including without limitation systems relating to reservations,
accounting and collection, disbursement and enforcement of assessments in respect of contributed
units.



     “Fixed Week” shall mean a Timeshare Property representing a fee simple interest in
a lodging unit at a Resort that entitles the related Obligor to occupy such lodging unit for a
specified one-week period each year.



     “FMB” shall have the meaning set forth in the preamble.



     “Fractional Interest” shall mean a fractional interest consisting of an ownership
interest as tenant in common in an individual lodging unit in a Resort.



     “GAAP” shall mean generally accepted accounting principles as in effect from time
to time in the United States.



7









 





     “Grant” shall have the meaning set forth in the Indenture and Servicing Agreement.



     “Green Loan” shall mean a Loan the proceeds of which are used to finance the
purchase of a Green Timeshare Property.



     “Green Timeshare Property” shall mean a Timeshare Property for which construction
on the related Resort has not yet begun or is subject to completion.



     “Indemnified Amounts” shall have the meaning set forth in Section 6(e).



     “Indenture and Servicing Agreement” shall mean (i) the Master Indenture and
Servicing Agreement dated as of August 29, 2002, as amended and restated as of July 7, 2006,
together with the Indenture Supplement, each as amended from time to time, and each among the
Initial Issuer, as issuer, Wyndham, as master servicer and the trustee and collateral agent
parties thereto, and (ii) with respect to any Additional Series, the indenture and servicing
agreement or similar document or documents pursuant to which such Additional Series is issued
and in which the terms of such Additional Series are set forth.



     “Indenture Supplement” shall mean (i) with respect to Series 2002-1, the supplement
to the Master Indenture and Servicing Agreement executed and delivered in connection with the
issuance of the Series 2002-1 Notes and all amendments thereof and supplements thereto and (ii)
with respect to any Additional Series, the Indenture and Servicing Agreement for that Series.



     “Independent Director” shall mean an individual who is an Independent Director as
defined in the Limited Liability Company Agreement of the Company as in effect on the date of
this Agreement.



     “Initial Closing Date” shall mean August 29, 2002.



     “Initial Issuer” shall mean Sierra Timeshare Conduit Receivables Funding, LLC, a
Delaware limited liability company, as issuer of the Series 2002-1 Notes.



     “Initial Loan” shall mean, with respect to any Series, each Loan listed on the
related Loan Schedule on the Closing Date for such Series.



     “Insolvency Event” shall mean, with respect to a specified Person, (a) the filing
of a decree or order for relief by a court having jurisdiction in the premises in respect of
such Person or any substantial part of its property in an involuntary case under any applicable
Debtor Relief Law now or hereafter in effect, or the filing of a petition against such Person in
an involuntary case under any applicable Debtor Relief Law now or hereafter in effect, which
case remains unstayed and undismissed within 30 days of such filing, or the appointing of a
receiver, conservator, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the ordering of the
winding-up or liquidation of such Person’s business; or (b) the commencement by such Person of a
voluntary case under any applicable Debtor Relief Law now or hereafter in effect, or the consent
by such Person to the entry of an order for relief in an involuntary case under any such Debtor
Relief Law, or the consent by such Person to the appointment of or taking possession by a
receiver,



8









 







liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person
or for any substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person generally to pay its
debts as such debts become due or the admission by such Person of its inability to pay its debts
generally as they become due.



     “Insolvency Proceeding” shall mean any proceeding relating to an Insolvency Event.



     “Installment Contract” shall mean, with respect to any Series, an installment sale
contract for deed and retained title in a related Timeshare Property by and between an
Originator and an Obligor.



     “Insurance Proceeds” shall mean proceeds of any insurance policy relating to any
Loan or the related Timeshare Property, including any refund of unearned premium, but only to
the extent such proceeds are not to be applied to the restoration of any improvements on the
related Timeshare Property or released to the Obligor in accordance with Customary Practices.



     “Internal Revenue Code” shall mean the United States Internal Revenue Code of 1986,
as amended from time to time.



     “Interval Interest” shall mean an interest in the Bentley Brook Mountain Club which
interest entitles the owner to occupy, exchange, or rent an Interval Week or a Membership Interest
Period in a resort unit at such resort on a reservation basis.



     “Interval Week” shall mean a type or group of weeks from which an owner can choose to
reserve a resort unit for a week each year.



     “Issuer” shall mean the Initial Issuer and each Additional Issuer.



     “Issuer Administrative Services Agreement” shall mean the administrative services
agreement dated as of August 29, 2002 by and between Wyndham as administrator and the Initial
Issuer as the same may be amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms thereof.



     “Kona” shall mean Kona Hawaiian Vacation Ownership, LLC, a Hawaii limited liability
company.



     “Kona Addition Date” shall mean November 27, 2002.



     “Lien” shall mean any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement or preferential arrangement of any kind or
nature whatsoever, including without limitation any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than any such financing
statement filed for informational purposes only) or comparable law of any jurisdiction to
evidence any of the foregoing.



9









 





     “Loan” shall mean, with respect to any Series, each installment contract or
contract for deed or contract or note secured by a mortgage, deed of trust, vendor’s lien or
retention of title, or other financing agreement, in each case relating to the sale of one or
more Timeshare Properties or Green Timeshare Properties to an Obligor, that is listed on the
Loan Schedule for such Series on the related Closing Date and any Additional Loans that are
listed from time to time on such Loan Schedule in accordance with the related PA Supplement.



     “Loan Conveyance Documents” shall mean, with respect to any Loan, (a) the
Assignment of Additional Loans in the form of Exhibit B, if applicable, and (b) any such other
releases, documents, instruments or agreements as may be required by the Company, the Issuer or
the Trustee in order to more fully effect the sale (including any prior assignments) of such
Loan and any related Transferred Assets.



     “Loan Documents” shall mean, with respect to any Loan, all papers and documents
related to such Loan, including the original of all applicable promissory notes, stamped as
required by the Custodial Agreement, the original of any related recorded or (to the extent
permitted under this Agreement) unrecorded Mortgage (or a copy of such recorded Mortgage if the
original of the recorded Mortgage is not available, certified to be a true and complete copy of
the original) and a copy of any recorded or (to the extent permitted under this Agreement)
unrecorded warranty deed transferring legal title to the related Timeshare Property to the
Obligor; provided, however, that the Loan Documents may be provided in
microfiche or other electronic form to the extent permitted under the Custodial Agreement.



     “Loan File” shall mean, with respect to any Loan, the Loan Documents pertaining to
such Loan and any additional amendments, supplements, extensions, modifications or waiver
agreements required to be added to the Loan File pursuant to this Agreement, the Credit
Standards and Collection Policies and/or Customary Practices.



     “Loan Pool” shall mean, with respect to any Series, all Loans identified in the
Loan Schedule for such Series.



     “Loan Rate” shall mean the annual rate at which interest accrues on any Loan, as
modified from time to time in accordance with the terms of any related Credit Standards and
Collection Policies.



     “Loan Schedule” shall mean, with respect to any Series, the list of Loans attached
to the related PA Supplement as Schedule 1, as amended from time to time on each Addition Date
and Repurchase Date as provided in the related PA Supplement, which list shall set forth the
following information with respect to each Loan therein as of the applicable date:




	 	(a)	 	the Loan number;
	 
	 	(b)	 	the Obligor’s name and the home address and telephone number
for such Obligor set forth in the Loan;
	 
	 	(c)	 	the Resort in which the related Timeshare Property is located,
if applicable;




10









 






	 	(d)	 	as to Fixed Weeks, the building, unit and week thereof; as to
UDIs, the phase number thereof; and as to all other Timeshare Properties other
than UDIs, the number of Vacation Credits related thereto, Interval Interests
or Points issued pursuant to the FairShare Plus Program or the ClubWyndham
Access plan (if applicable) for which occupancy rights in a Timeshare Property
may be redeemed and which are represented thereby;
	 
	 	(e)	 	the Loan Rate;
	 
	 	(f)	 	whether the Obligor has elected a PAC with respect to the Loan;
	 
	 	(g)	 	the original term of the Loan;
	 
	 	(h)	 	the original Loan principal balance and outstanding Loan
principal balance as of the Cut-Off Date or related Addition Cut-Off Date, as
applicable;
	 
	 	(i)	 	the date of execution of the Loan;
	 
	 	(j)	 	the amount of the Scheduled Payment on the Loan;
	 
	 	(k)	 	the original Timeshare Price and Equity Percentage; and
	 
	 	(l)	 	with respect to UDIs, whether the related Timeshare Property
has been deeded to the Obligor.




The Loan Schedule also shall set forth the aggregate amounts described under clause (h) above
for all outstanding Loans. The Loan Schedule may be in the form of more than one list,
collectively setting forth all of the information required.




     “Lockbox Account” shall mean any of the accounts established pursuant to a Lockbox
Agreement.



     “Lockbox Agreement” shall mean (i) with respect to Loans pledged to secure the
Series 2002-1 Notes, any agreement substantially in the form of Exhibit E by and between the
Initial Issuer, the Trustee, the Master Servicer and the applicable Lockbox Bank, which
agreement sets forth the rights of the Issuer, the Trustee and the applicable Lockbox Bank with
respect to the disposition and application of the Collections deposited in the applicable
Lockbox Account, including without limitation the right of the Trustee to direct the Lockbox
Bank to remit all Collections directly to the Trustee and (ii) with respect to Loans pledged to
secure an Additional Series, the lockbox agreements or similar arrangements described in the
applicable Indenture and Servicing Agreement.



     “Lockbox Bank” shall mean any of the commercial banks holding one or more Lockbox
Accounts for the purpose of receiving Collections.



     “Lot” shall mean a fully or partially developed parcel of real estate.



11









 





     “Major Credit Card” shall mean a credit card issued by any Visa USA, Inc.,
MasterCard International Incorporated, American Express Company, Discover Bank or Diners Club
International Ltd. credit card entity.



     “Master Servicer” shall mean, with respect to each Indenture and Servicing Agreement,
the entity then designated as the servicer or master servicer under such agreement.



     “Material Adverse Effect” shall mean, with respect to any Person and any event or
circumstance, a material adverse effect on: (a) the business, properties, operations or condition
(financial or otherwise) of any of such Person; (b) the ability of such Person to perform its
respective obligations under any Facility Documents to which it is a party; (c) the validity or
enforceability of, or collectibility of amounts payable under, any Facility Documents to which it
is a party; (d) the status, existence, perfection or priority of any Lien arising through or under
such Person under any Facility Documents to which it is a party; or (e) the value, validity,
enforceability or collectibility of the Loans pledged as collateral for any Series of Notes or any
of the other Transferred Assets pledged as collateral for any Series of Notes.



     “Membership Interest Period” shall mean a period of time, less than, more than or
equal to seven days determined by the season, type of unit requested and number of points an
owner uses in making the reservation.



     “Mortgage” shall mean any mortgage, deed of trust, purchase money deed of trust or
deed to secure debt encumbering the related Timeshare Property, granted by the related Obligor
to the Originator of a Loan to secure payments or other obligations under such Loan.



     “Multiemployer Plan” shall have the meaning set forth in Section 3(37) of ERISA.



     “Nominee” shall mean (i) with respect to each of the Title Clearing Agreements, the
person designated in such agreement as the nominee or, where applicable, the entity given such
other designation as is appropriate and which is the entity to which legal title to the subject
property is conveyed and held and (ii) with respect to other title clearing documents,
instruments and agreements, title holding documents, instruments and agreement or similar
documents, instruments and agreements, the entity-which shall not be the Seller or an
Affiliate of the Seller-to which legal title to the subject property is conveyed and held
for ease of transfer and for the benefit of the entities, among others, to which Series 2002-1
Loans have from time to time been conveyed, as their interests may appear.



     “Note” shall mean any Loan-backed note issued, executed and authenticated in
accordance with an Indenture and Servicing Agreement and, where appropriate, any related
Indenture Supplement.



     “Noteholder” shall have the meaning set forth in the Indenture and Servicing
Agreement.



     “Obligor” shall mean, with respect to any Loan, the Person or Persons obligated to
make Scheduled Payments thereon.



12









 





     “Operating Agreement” shall mean the Thirteenth Amended and Restated Operating
Agreement dated as of May 23, 2007 by and between WVRI, FMB, Kona, the VB Subsidiaries, WRDC and
the Seller and such agreement as it may be amended and supplemented from time to time.



     “Opinion of Counsel” shall mean a written opinion of counsel in form and substance
reasonably satisfactory to the recipient thereof.



     “Originator” shall mean WVRI, WRDC, FMB, Kona, SDI, Eastern Resorts, BHV or a
VB Subsidiary, as the case may be, or any other Subsidiary of Wyndham Worldwide that originates
Loans in accordance with the Credit Standards and Collection Policies for sale to WVRI or to
WCF.



     “PAC” shall mean an arrangement whereby an Obligor makes Scheduled Payments under a
Loan via pre-authorized bank account debit.



     “PA Supplement” shall have the meaning set forth in the recitals.



     “Payment Date” shall mean, with respect to any Series, the payment date set forth
in the related Indenture and Servicing Agreement or in the related Indenture Supplement, as
applicable.



     “Permitted Encumbrance” shall mean, with respect to a Loan, any of the following
Liens against the related Timeshare Property: (i) the interest therein of the Obligor and/or the
Nominee, as the case may be, (ii) the Lien of due and unpaid Assessments, (iii) covenants,
conditions and restrictions, rights of way, easements and other matters of public record, such
exceptions appearing of record being consistent with the normal business practices of Wyndham,
WVRI and WRDC or specifically disclosed in the applicable land sales registrations filed with
the applicable regulatory agencies and (iv) other matters to which properties of the same type
as those underlying such Loan are commonly subject that do not materially interfere with the
benefits of the security intended to be provided by such Timeshare Property.



     “Person” shall mean any person or entity, including any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, governmental entity or any other organization or entity, whether or
not a legal entity.



     “Plan” shall mean an employee benefit plan or other retirement arrangement subject
to ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time.



     “Plan Insolvency” shall mean, with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.



     “POA” shall mean each property owners’ association or similar timeshare owner body
for a Timeshare Property Regime or Resort or portion thereof, in each case established pursuant
to the declarations, articles or similar charter documents applicable to each such Timeshare
Property Regime, Resort or portion thereof.



13









 





     “Points” shall mean, (i) with respect to any lodging unit at a Timeshare Property
Regime, the number of points of symbolic value assigned to such unit pursuant to the FairShare
Plus Program or (ii) with respect to the ClubWyndham Access plan, the membership interest in the
PTVO Owners Association, denominated in points.



     “Pool Purchase Agreement” shall mean (i) with respect to Series 2002-1 Notes, the
master purchase agreement dated as of August 29, 2002, as amended and restated as of July 7,
2006, by and between the Company and the Initial Issuer and all amendments thereof and
supplements thereto and (ii) with respect to any Additional Series, the Term Purchase Agreement
by and between the Company and the Additional Issuer which issues such Additional Series.



     “Pool Purchase Price” shall mean, with respect to any Series, the Pool Purchase
Price as defined in the related PA Supplement.



     “Post Office Box” shall mean each post office box to which Obligors are directed to
mail payments in respect of the Loans of any Series.



     “PTVO Owners Association” shall mean PTVO Owners Association, Inc., the non-stock,
non-profit Delaware corporation.



     “Purchase” shall mean, with respect to any Series, a Purchase as defined in the
related PA Supplement.



     “Purchaser” shall have the meaning set forth in the preamble.



     “Qualified Substitute Loan” shall mean, with respect to any Series, a substitute
Loan that (i) is an Eligible Loan on the applicable date of substitution for such substitute
Loan, (ii) on such date of substitution has a Loan Rate not less than the Loan Rate of the
substituted Loan and (iii) is not selected in a manner adverse to the Purchaser or its
assignees.



     “Records” shall mean all copies of Loans (not including originals) and other
documents, books, records and other information (including without limitation computer programs,
tapes, discs, punch cards, data processing software and related property and rights) maintained
by the Seller or any of its respective Affiliates (including without limitation each Originator,
but not including the Purchaser or the Issuer) with respect to Loans, the related Transferred
Assets and the related Obligors.



     “Reorganization” shall mean, with respect to any Multiemployer Plan, the condition
that such Plan is in reorganization within the meaning of Section 4241 of ERISA.



     “Reportable Event” shall mean any of the events described in Section 4043 of ERISA.



     “Repurchase Date” shall mean, with respect to any Series, the Repurchase Date as
defined in the related PA Supplement.



     “Repurchase Price” shall mean, with respect to any Series, the Repurchase Price as
defined in the related PA Supplement.



14









 





     “Reservation System” shall mean the system with respect to Timeshare Properties
pursuant to which a reservation for a particular location, time, length of stay and unit type is
received, accepted, modified or canceled.



     “Reserve Account” shall, with respect to any Series, mean any reserve account
established pursuant to the related Indenture Supplement.



     “Resort” shall mean each resort, development or facility related to each Timeshare
Property that is the subject of the Loans or the Additional Loans sold under this Agreement,
including but not limited to each resort listed on Schedule 2.



     “Scheduled Payment” shall mean each scheduled monthly payment of principal and
interest on a Loan.



     “SDI” shall mean Shawnee Development, Inc., a Pennsylvania corporation.



     “SDI Addition Date” means the date on which Loans originated by SDI are first sold
to the Purchaser under the terms of this Agreement and a PA Supplement.



     “Seller” shall have the meaning set forth in the preamble.



     “Series” shall mean (i) with respect to the sale of Loans to the Purchaser pursuant
to a PA Supplement, all Loans sold pursuant to a PA Supplement and (ii) with respect to Notes,
the Series 2002-1 Notes or any Additional Series.



     “Series Termination Date” shall mean, with respect to any Series, the Series
Termination Date as defined in the related PA Supplement or Indenture and Servicing Agreement.



     “State” shall mean any of the 50 states in the United States of America or the
District of Columbia.



     “Subservicer” shall have the meaning set forth in the Indenture and Servicing
Agreement.



     “Subservicing Agreement” shall have the meaning set forth in the Indenture and
Servicing Agreement.



     “Subsidiary” shall mean, with respect to any Person, any corporation or other
entity of which more than 50% of the outstanding capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors of such corporation
(notwithstanding that at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any contingency) or other
persons performing similar functions is at the time directly or indirectly owned by such Person.



     “Substitution Adjustment Amount” shall, with respect to any Series, have the
meaning set forth in the related PA Supplement.



15









 





     “Term Purchase Agreement” shall mean a purchase agreement between the Purchaser and
an Additional Issuer pursuant to which the Purchaser sells Loans to the Additional Issuer and
the Additional Issuer purchases such Loans for the purpose of pledging the Loans to secure a
Series of Notes.



     “Timeshare Price” shall mean the original price of the Timeshare Property paid by
an Obligor, plus any accrued and unpaid interest and other amounts owed by the Obligor.



     “Timeshare Property” shall mean the underlying ownership interest or rights that
are the subject of a Loan, which ownership interest or rights may be either a Fixed Week, a UDI,
an Interval Interest, Vacation Credits, the Points with respect thereto under the FairShare Plus
Program or the Points representing membership interests in the PTVO Owners Association.



     “Timeshare Property Regime” shall mean any of the various interval ownership
regimes located at a Resort, each of which is an arrangement established under applicable state
law whereby all or a designated portion of a development is made subject to a declaration
permitting the transfer of Timeshare Properties therein, which Timeshare Properties shall, in
the case of Fixed Weeks and UDIs, constitute real property under the applicable local law of
each of the jurisdictions in which such regime is located.



     “Timeshare Upgrade” shall mean the upgrade by an Obligor of the Obligor’s existing
Timeshare Property to an upgraded Timeshare Property or an obligor’s purchase of an additional
Timeshare Property.



     “Title Clearing Agreement” shall mean, with respect to certain Loans that are
Installment Contracts, each of (a) the Twentieth Amended and Restated Title Clearing Agreement
dated as of October ___, as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, by and among the Issuer, WVRI, the Seller, the Purchaser,
Lawyers Title Insurance Corporation, the Collateral Agent and the other parties thereto; (b) the
Eighteenth Amended and Restated Title Clearing Agreement (Colorado) dated as of November 1,
2007, as amended, supplemented or otherwise modified from time to time in accordance with the
terms thereof, by and among the Issuer, WVRI, the Seller, the Purchaser, Colorado Land Title
Company, the Collateral Agent and the other parties thereto; (c) the Sixteenth Amended and
Restated Title Clearing Agreement (Westwinds) dated as of November 1, 2007, as amended,
supplemented or otherwise modified from time to time in accordance with the terms thereof, by
and among the Issuer, WVRI, the Seller, the Purchaser, Lawyers Title Insurance Corporation, the
Collateral Agent and the other parties thereto; (d) the Fifteeneenth Amended and Restated
Nashville Title Clearing Agreement dated as of November 1, 2007, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, by and among the
Issuer, WVRI, the Seller, the Purchaser, Lawyers Title Insurance Corporation, the Collateral
Agent and the other parties thereto; (e) the Fifteenth Amended and Restated Seawatch Plantation
Title Clearing Agreement dated as of November 1, 2007, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, by and among the Issuer, WVRI,
FMB, the Seller, the Purchaser, Lawyers Title Insurance Corporation, the Collateral Agent and
the other parties thereto; (f) the Seventeenth Amended and Restated Supplementary Trust
Agreement (Arizona) dated as of November 1, 2007, as amended, supplemented or otherwise modified
from time to



16









 







time in accordance with the terms thereof, by and among the Issuer, WVRI, the Seller, the
Purchaser, First American Title Insurance Corporation, the Collateral Agent and the other
parties thereto; (g) the Eleventh Amended and Restated Nevada Title Clearing Agreement dated as
of November 1, 2007, as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, by and among the Issuer, WVRI, the Seller, the Purchaser,
Lawyer’s Title of Nevada, Inc., the Collateral Agent and the other parties thereto; and (h) such
other title clearing agreements and other similar documents, instruments and agreements which
may be entered into from time to time by each of WVRI, the Seller, the Issuer, the Purchaser and
the Collateral Agent (among other Persons) in accordance with the transactions contemplated by
this Agreement and other Facility Documents relating to the Timeshare Properties.



     “Transferred Assets” shall mean, with respect to any Series, any and all right,
title and interest of the Seller in, to and under:




     (a) the Loans from time to time, including without limitation the Initial Loans as
of the close of business on the Cut-Off Date and the Additional Loans as of the close of
business on the related Addition Cut-Off Dates and all Scheduled Payments, other
Collections and other funds received in respect of such Initial Loans and Additional
Loans on or after the Cut-Off Date or Addition Cut-Off Date, as applicable, and any other
monies due or to become due on or after the Cut-Off Date or Addition Cut-Off Date, as
applicable, in respect of any such Loans, and any security therefor;




     (b) (i) the Timeshare Properties relating to the Loans and (ii) the Title Clearing
Agreements and the FairShare Plus Program (including without limitation the FairShare
Plus Agreement) to the extent that they relate to such Timeshare Properties;




     (c) any Mortgages relating to the Loans;




     (d) any Insurance Policies relating to the Loans;




     (e) the Loan Files and other Records relating to the Loans;




     (f) the Loan Conveyance Documents relating to the Loans;




     (g) all interest, dividends, cash, instruments, financial assets and other
investment property and other property from time to time received, receivable or
otherwise distributed in respect of, or in exchange for, or on account of, the sale or
other disposition of the Transferred Assets, and including all payments under Insurance
Policies (whether or not any of the Seller, the Purchaser, any Originator, the Master
Servicer, the Issuer or the Trustee is the loss payee thereof) or any indemnity, warranty
or guaranty payable by reason of loss or damage to or otherwise with respect to any
Transferred Assets, and any security granted or purported to be granted in respect of any
Transferred Assets; and




     (h) all proceeds of any of the foregoing property described in clauses (a) through
(g).



17









 





     “Transition Period” shall mean the period from the date the Seller or an affiliate
of the Seller acquires an organization, facility or program from an unrelated entity to the date
on which the Seller or an affiliate of the Seller has fully converted the servicing of Loans
related to such organization, facility or program to the Master Servicer’s Credit Standards and
Collection Policies.



     “Trustee” shall mean with respect to each Indenture and Servicing Agreement, the
entity designated as the trustee under such agreement.



     “UCC” shall mean the Uniform Commercial Code, as amended from time to time, as in
effect in any specified jurisdiction.



     “UDI” shall mean an individual interest in fee simple (as tenants in common with
all other undivided interest owners) in a lodging unit or group of lodging units at a Resort,
including, without limitation, a Fractional Interest.



     “Vacation Credits” shall mean ownership interests in WorldMark that entitle the
owner thereof to use Resorts.



     “VB Partnerships” shall have the meaning set forth in the preamble.



     “VB Subsidiaries” shall have the meaning set forth in the preamble.



     “WorldMark” shall mean WorldMark, The Club, a California not for profit mutual
benefit corporation.



     “WRDC” shall mean Wyndham Resort Development Corporation (formerly known as
Trendwest Resorts, Inc.), a wholly-owned indirect Subsidiary of Wyndham Worldwide.



     “WRDC Addition Date” shall mean the date on which Loans originated by WRDC are
first sold to the Purchaser under the terms of this Agreement and a PA Supplement.



     “WVRI” shall have the meaning set forth in the preamble.



     “Wyndham” shall mean Wyndham Consumer Finance, Inc., a Delaware corporation.



     “Wyndham Worldwide” shall mean Wyndham Worldwide Corporation and its successors and
assigns.



     Section 2. Purchase and Sale of Loans.



     The Seller may from time to time sell and assign to the Company, and the Company may from time
to time Purchase from the Seller, all the Seller’s right, title and interest in, to and under the
Loans listed on the Loan Schedule with respect to the related PA Supplement. The principal terms
of the Purchase and sale of Loans for each Series shall be set forth in the related PA Supplement.



18









 





     Section 3. Pool Purchase Price.



     Provisions with respect to the Purchase and sale of the Loans for each Series shall be set
forth in the related PA Supplement.



     The purchase price for any Additional Loans and other related Transferred Assets (the
“Additional Pool Purchase Price”) conveyed to the Company under this Agreement and the
related PA Supplement on each Addition Date shall be a dollar amount equal to the aggregate
outstanding principal balance of such Additional Loans sold on such date, subject to adjustment to
reflect such factors as the Company and the Seller mutually agree will result in an Additional Pool
Purchase Price equal to the fair market value of such Additional Loans and other related
Transferred Assets.



     Section 4. Payment of Purchase Price.



     (a) Closing Dates. On the terms and subject to the conditions of this Agreement and
the related PA Supplement, payment of the Pool Purchase Price for each Series shall be made by the
Company on the related Closing Date in immediately available funds to the Seller to such accounts
at such banks as the Seller shall designate to the Company not less than one Business Day prior to
such Closing Date.



     (b) Manner of Payment of Additional Pool Purchase Price. On the terms and subject to
the conditions in this Agreement and the related PA Supplement, the Company shall pay to the
Seller, on each Business Day on which any Additional Loans are purchased from the Seller by the
Company pursuant to Section 2 of the related PA Supplement, the Additional Pool Purchase Price for
such Additional Loans by paying such Additional Pool Purchase Price to the Seller in cash.



     (c) Scheduled Payments Under Loans and Cut-Off Date. The Company shall be entitled
to all Scheduled Payments, other Collections and all other funds with respect to any Loan received
on or after the related Cut-Off Date or Addition Cut-Off Date, as applicable. The principal
balance of each Loan as of the related Cut-Off Date or Addition Cut-Off Date, as applicable, shall
be determined after deduction, in accordance with the terms of each such Loan, of payments of
principal received before such Cut-Off Date or Addition Cut-Off Date.



     Section 5. Conditions Precedent to Sale of Loans.



     No Purchase of Loans and related Transferred Assets shall be made hereunder or under any PA
Supplement on any date on which:



     (a) the Company does not have sufficient funds available to pay the related Pool Purchase
Price or Additional Pool Purchase Price in cash; or



     (b) an Insolvency Event has occurred and is continuing with respect to the Seller or the
Company.



19









 






Section 6. Representations and Warranties of the Seller, WVRI, WRDC, FMB, SDI, Eastern
Resorts, BHV and the VB Subsidiaries.



     (a) General Representations and Warranties of the Seller, WVRI, WRDC, FMB, SDI, Eastern
Resorts, BHV and the VB Subsidiaries. The Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV
and the VB Subsidiaries jointly and severally represent and warrant as of each Closing Date and as
of each Addition Date (except that SDI makes any representations and warranties with respect to
SDI only as of the SDI Addition Date, as of each Closing Date occurring after the SDI Addition
Date and as of each Addition Date occurring after the SDI Addition Date; except that Eastern
Resorts makes any representations and warranties with respect to Eastern Resorts only as of the
Eastern Resorts Addition Date, as of each Closing Date occurring after the Eastern Resorts
Addition Date and as of each Addition Date occurring after the Eastern Resorts Addition Date;
except that WRDC makes any representations and warranties with respect to WRDC only as of the WRDC
Addition Date, as of each Closing Date occurring after the WRDC Addition Date and as of each
Addition Date occurring after the WRDC Addition Date) and except that BHV makes any
representations and warranties with respect to BHV Addition Date, as of each Closing Date
occurring after the BHV Addition Date and as of each Addition Date occurring after the BHV
Addition Date, or as of such other date specified in such representation and warranty, that:




     (i) Organization and Good Standing.




     (A) Each of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB
Subsidiaries (other than the VB Partnerships) is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
organization and has full corporate power, authority and legal right to own its
properties and conduct its business as such properties are presently owned and such
business is presently conducted, and to execute, deliver and perform its obligations
under this Agreement, any related PA Supplement and each of the Facility Documents
to which it is a party. Each of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts,
BHV and the VB Subsidiaries (other than the VB Partnerships) is organized in the
jurisdiction set forth in the preamble. Each of the Seller, WVRI, WRDC, FMB, SDI,
Eastern Resorts, BHV and the VB Subsidiaries (other than the VB Partnerships) is
duly qualified to do business and is in good standing as a foreign corporation, and
has obtained all necessary licenses and approvals in each jurisdiction in which
failure to qualify or to obtain such licenses and approvals would render any Loan
unenforceable by any of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts or the VB
Subsidiaries (other than the VB Partnerships).




     (B) Each of the VB Partnerships is a general partnership duly organized and
validly existing under the laws of the State of Florida and has full power,
authority and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted, and to
execute, deliver and perform its obligations under this Agreement, any related PA
Supplement and each of the Facility Documents to which it is a party. Each of the
VB Partnerships is duly qualified to do business and is in good standing and



20









 







has obtained all necessary licenses and approvals in each jurisdiction in which
failure to qualify or to obtain such licenses and approvals would render any Loan
unenforceable by any of the VB Partnerships.




     (C) The name of each of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV
and the VB Subsidiaries set forth in the preamble of this Agreement is the correct
legal name of such entity, and such name has not been changed in the past six years
(except those name changes made in accordance with the terms of this Agreement and
except that WRDC was formerly known as Trendwest Resorts, Inc.).




     (ii) Due Authorization and No Conflict. The execution, delivery and
performance by each of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB
Subsidiaries of each of the Facility Documents to which it is a party, and the consummation
by each such party of the transactions contemplated hereby and under each other Facility
Document to which it is a party, has been duly authorized by the Seller, WVRI, WRDC, FMB,
SDI, Eastern Resorts, BHV and the VB Subsidiaries, respectively, by all necessary corporate
or partnership action, does not contravene (i) the Seller’s, WRDC’s, WVRI’s, FMB’s, SDI’s,
Eastern Resorts’, BHV’s or the VB Subsidiaries’ charter or by-laws or partnership agreement,
(ii) any law, rule or regulation applicable to the Seller, WVRI, WRDC, FMB, SDI, Eastern
Resorts, BHV or the VB Subsidiaries, (iii) any contractual restriction contained in any
material indenture, loan or credit agreement, lease, mortgage, deed of trust, security
agreement, bond, note, or other material agreement or instrument binding on any of the
Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or (iv) any order,
writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRI, WRDC,
FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries or their properties (except where such
contravention would not have a Material Adverse Effect with respect to such Persons or
properties), and do not result in (except as provided in the Facility Documents) or require
the creation of any Lien upon or with respect to any of their properties; and no transaction
contemplated hereby requires compliance with any bulk sales act or similar law. Each of the
Facility Documents to which the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB
Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, WVRI,
WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries, as applicable. To the extent
that this representation is being made with respect to Title I of ERISA or Section 4975 of
the Code, it is made subject to the assumption that none of the assets being used to
purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with
respect to which the Seller is a party in interest or disqualified person.




     (iii) Governmental and Other Consents. All approvals, authorizations, consents
or orders of any court or governmental agency or body required in connection with the
execution and delivery by the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB
Subsidiaries of this Agreement, any related PA Supplement or any of the other Facility
Documents to which it is a party, the consummation by such party of the transactions
contemplated hereby or thereby, the performance by such party of and the compliance by such
party with the terms hereof or thereof, have been obtained,



21









 







except where the failure so to do would not have a Material Adverse Effect with respect
to such Party.




     (iv) Enforceability of Facility Documents. Each of the Facility Documents to
which any of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries
is a party has been duly and validly executed and delivered by the Seller, WVRI, WRDC, FMB,
SDI, Eastern Resorts, BHV or the VB Subsidiaries, as applicable, and constitutes the legal,
valid and binding obligation of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts or the VB
Subsidiaries, as applicable, enforceable against it in accordance with its respective terms,
except as enforceability may be subject to or limited by Debtor Relief Laws or by general
principles of equity (whether considered in a suit at law or in equity).




     (v) No Litigation. Except as disclosed in Schedule 5 to this Agreement or to
any Assignment, there are no proceedings or investigations pending, or to the knowledge of
the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts or the VB Subsidiaries threatened, against
the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries before any
court, regulatory body, administrative agency, or other tribunal or governmental
instrumentality (A) asserting the invalidity of this Agreement or any of the other Facility
Documents, (B) seeking to prevent the consummation of any of the transactions contemplated
by this Agreement or any of the other Facility Documents, (C) seeking any determination or
ruling that would adversely affect the performance by any of the Seller, WVRI, WRDC, FMB,
SDI, Eastern Resorts, BHV or the VB Subsidiaries of its obligations under this Agreement,
any related PA Supplement or any of the other Facility Documents to which it is a party,
(D) seeking any determination or ruling that would adversely affect the validity or
enforceability of this Agreement or any of the other Facility Documents or (E) seeking any
determination or ruling that would, if adversely determined, be reasonably likely to have a
Material Adverse Effect with respect to such party.




     (vi) Governmental Regulations. Neither the Seller, WVRI, WRDC, FMB, SDI,
Eastern Resorts, BHV nor any of the VB Subsidiaries is (A) an “investment company”
registered or required to be registered under the Investment Company Act of 1940, as
amended, or (B) a “public utility company” or a “holding company,” a “subsidiary company” or
an “affiliate” of any public utility company within the meaning of Section 2(a)(5), 2(a)(7),
2(a)(8) or 2(a)(ii) of the Public Utility Holding Company Act of 1935, as amended.




     (vii) Margin Regulations. Neither the Seller, WVRI, WRDC, FMB, SDI, Eastern
Resorts, BHV nor any of the VB Subsidiaries is engaged, principally or as one of its
important activities, in the business of extending credit for the purpose of purchasing or
carrying any margin stock (as each such term is defined or used in any of Regulations T, U
or X of the Board of Governors of the Federal Reserve System). No part of the proceeds of
any of the notes issued by the Issuer has been used by the Seller, WVRI, WRDC, FMB, SDI,
Eastern Resorts, BHV or any of the VB Subsidiaries for so purchasing or carrying margin
stock or for any purpose that violates or would be



22









 







inconsistent with the provisions of any of Regulations T, U or X of the Board of
Governors of the Federal Reserve System.




     (viii) Location of Chief Executive Office and Records. The principal place of
business and chief executive office of WVRI, WRDC, SDI, Eastern Resorts, BHV, the VB
Subsidiaries and FMB, and the office where WVRI, WRDC, SDI, the VB Subsidiaries and FMB
maintain all of their Records, is located at 8427 South Park Circle, Orlando, Florida 32819;
the principal place of business and chief executive office of the Seller, and the office
where the Seller maintains all of its Records, is 10750 West Charleston Blvd., Suite 130,
Las Vegas, Nevada 89135. None of WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV, the VB
Subsidiaries or the Seller has changed its principal place of business or chief executive
office (or the office where such entity maintains all of its Records) during the previous
six years (except for changes made in accordance with the terms of this Agreement and except
that WVRI and FMB changed their principal place of business and chief executive office from
8669 Commodity Circle, Suite 200, Orlando, Florida 32819 to the address set forth above on
February 18, 2002; WRDC changed its principal place of business and chief executive office
from 9805 Willows Road, Redmond, Washington 98052 to the address set forth above in January
1, 2006; the Seller changed its principal place of business and chief executive office from
7730 West Sahara Avenue, Suite 105, Las Vegas, Nevada 89117 to the address set forth above
in 2002; and each of the VB Subsidiaries changed its principal place of business and chief
executive office from 6400 North Andrews Avenue, Fort Lauderdale, Florida 33309 to the
address set forth above in 2001). At any time after the Initial Closing Date, upon 30 days’
prior written notice to the Trustee as assignee of the Company and the Issuer, any of the
Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries may change its
name or may change its type or its jurisdiction of organization to another jurisdiction
within the United States and any of the VB Partnerships may change the location of its chief
executive office, but only so long as all action necessary or reasonably requested by the
Company to amend the existing financing statements and to file additional financing
statements in all applicable jurisdictions to perfect the transfer of the Loans and the
related Transferred Assets is taken.




     (ix) Lockbox Accounts. Except in the case of any Lockbox Account pursuant to
which only Collections in respect of Loans subject to a PAC or Credit Card Account are
deposited, each of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB
Subsidiaries, as applicable, has filed a standing delivery order with the United States
Postal Service authorizing each Lockbox Bank to receive mail delivered to the related Post
Office Box. The account numbers of all Lockbox Accounts, together with the names,
addresses, ABA numbers and names of contact persons of all the Lockbox Banks maintaining
such Lockbox Accounts and the related Post Office Boxes (other than those separately
identified in an Indenture and Servicing Agreement), are set forth in Schedule 4. From and
after the Initial Closing Date, none of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts,
BHV or the VB Subsidiaries shall have any right, title and/or interest in or to any of the
Lockbox Accounts or the Post Office Boxes and will maintain no Lockbox accounts in their own
names for the collection of payments in respect of the Loans. None of the Seller, WVRI,
WRDC, FMB, SDI, Eastern Resorts, BHV or the VB



23









 







Subsidiaries has any lockbox or other accounts for the collection of payments in
respect of the Loans other than the Lockbox Accounts.




     (x) Facility Documents. This Agreement and any PA Supplement are the only
agreements pursuant to which the Seller sells the Loans and other related Transferred Assets
to the Company. Each of the Seller, WVRI, WRDC, FMB SDI, Eastern Resorts, BHV and the VB
Subsidiaries has furnished to the Company true, correct and complete copies of each Facility
Document to which any of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB
Subsidiaries is a party, each of which is in full force and effect. None of the Seller,
WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV, any of the VB Subsidiaries or any of its
Affiliates (not including the Purchaser or the Issuer) is in default thereunder in any
material respect.




     (xi) Taxes. Each of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and
the VB Subsidiaries has timely filed or caused to be filed all federal, state and local tax
returns required to be filed by it, and has paid or caused to be paid all taxes shown to be
due and payable on such returns or on any assessments received by it, other than any taxes
or assessments the validity of which are being contested in good faith by appropriate
proceedings and with respect to which the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV
or any of the VB Subsidiaries, as applicable, has set aside adequate reserves on its books
in accordance with GAAP, and which proceedings have not given rise to any Lien.




     (xii) Accounting Treatment. Each of the Seller, WVRI, WRDC, FMB, SDI, Eastern
Resorts, BHV and the VB Subsidiaries has accounted for the transactions contemplated in the
Facility Documents to which it is a party in accordance with GAAP.




     (xiii) ERISA. There has been no (A) occurrence or expected occurrence of any
Reportable Event with respect to any Benefit Plan subject to Title IV of ERISA of WVRI,
WRDC, FMB, the Seller, SDI, Eastern Resorts, BHV or any ERISA Affiliate, or any withdrawal
from, or the termination, Reorganization or Plan Insolvency of any Multiemployer Plan or (B)
institution of proceedings or the taking of any other action by Pension Benefit Guaranty
Corporation or by WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV, the Seller or any ERISA
Affiliate or any such Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Plan Insolvency of, any such Plan.




     (xiv) No Adverse Selection. No selection procedures materially adverse to the
Company, the Issuer, the Noteholders, the Trustee or the Collateral Agent have been employed
by any of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries in
selecting the Loans for inclusion in the Loan Pool on such Closing Date or Addition Date, as
applicable.




     (xv) FairShare Plus Program




     (A) As of each Closing Date or any Addition Date, as applicable, for each
Timeshare Property Regime for which the related Timeshare Properties are



24









 







comprised primarily of UDIs, the ratio of (1) the total number of
Points actually allocated to such Timeshare Property Regime pursuant to the
FairShare Plus Program for the succeeding twelve-month period to (2) the
total number of Points allocable to available space in such Timeshare Property
Regime over such twelve-month period, does not exceed 1.0 to 1.0.




     (B) On each Closing Date or any Addition Date, as applicable, for each owner of
a UDI who is a member of the FairShare Plus Program, the ratio, expressed as
a percentage, of (1) the number of Points allocated to such owner in Timeshare
Property Regime in return for assigning his Timeshare Property to the FairShare Plus
Program trust to (2) the total number of Points assigned to all UDI owners
in such Timeshare Property Regime, does not exceed the percentage of such owner’s
undivided interest in such Timeshare Property Regime as described in such owner’s
Loan.




     (xvi) Vacation Credit Program. As of each Closing Date or any Addition Date,
as applicable, for each Timeshare Property Regime for which the related Timeshare Properties
are comprised primarily of Vacation Credits, the ratio of (1) the total number of
Vacation Credits actually allocated to such Timeshare Property Regime for the succeeding
twelve-month period to (2) the total number of Vacation Credits allocable to
available space in such Timeshare Property Regime over such twelve-month period, does not
exceed 1.0 to 1.0.




     (xvii) Separate Identity. Each of the Seller, WVRI, WRDC, SDI, Eastern
Resorts, BHV, the VB Subsidiaries and their respective Affiliates has observed the
applicable legal requirements on its part for the recognition of the Company as a legal
entity separate and apart from each of the Seller, WVRI, WRDC, SDI, Eastern Resorts, BHV,
the VB Subsidiaries and any of their respective Affiliates (other than the Company) and has
taken all actions necessary on its part to be taken in order to ensure that the facts and
assumptions relating to the Company set forth in the opinion of Orrick, Herrington &
Sutcliffe LLP relating to substantive consolidation matters with respect to the Seller and
the Company are true and correct; provided, however, that none of the
Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or any of the VB Subsidiaries makes any
representations or warranties in this Section 6(a)(xvii) with respect to the Company or the
Issuer.



     (b) Representations and Warranties Regarding the Loans. The Seller and WVRI jointly
and severally represent and warrant to the Company as of the applicable Cut-Off Date and Addition
Cut-Off Date as to each Loan conveyed on and as of each Closing Date or the related Addition Date,
as applicable (except as otherwise expressly stated and except that representations and warranties
with respect to Kona apply only to Loans conveyed on or after the Kona Addition Date;
representations and warranties with respect to Eastern Resorts apply only to Loans conveyed on or
after the Eastern Resorts Addition Date; representations and warranties with respect to Eastern
Resorts apply only to Loans conveyed on or after the Eastern Resorts Addition Date;
representations and warranties with respect to WRDC apply only to Loans conveyed on or after the
WRDC Addition Date and representations and warranties with respect to BHV apply only to Loans
conveyed on or after the BHV Addition Date) as follows:



25









 






     (i) Eligibility. Such Loan is an Eligible Loan.




     (ii) No Waivers. The terms of such Loan have not been waived, altered,
modified or extended in any respect other than (A) modifications entered into in accordance
with Customary Practices and Credit Standards and Collections Policies that do not reduce
the amount or extend the maturity of required Scheduled Payments and (B) modifications in
the applicability of a PAC (which may result in a change in the related Loan Rate).




     (iii) Binding Obligation. Such Loan is the legal, valid and binding obligation
of the Obligor thereunder and is enforceable against the Obligor in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws or by general
principles of equity (whether considered in a suit at law or in equity).




     (iv) No Defenses. Such Loan is not subject to any statutory right of
rescission, setoff, counterclaim or defense, including without limitation the defense of
usury.




     (v) Lawful Assignment. Such Loan was not originated in, and is not subject to
the laws of, any jurisdiction the laws of which would make the transfer of the Loan under
this Agreement or any PA Supplement unlawful.




     (vi) Compliance with Law. The Originator and the Seller have complied with
requirements of all material federal, state and local laws (including without limitation
usury, truth in lending and equal credit opportunity laws) applicable to such Loan in all
material respects except, with respect to Loans originated by WRDC and with respect only to
California Business and Professions Code Section 11018.10 as in effect prior to its repeal
as of July 1, 2005 and California Business and Professions Code Section 11226, which became
effective as of July 1, 2005, where such failure to comply would not have a Material Adverse
Effect on WRDC or a material adverse effect on such Loan. The related Timeshare Property
Regime is in compliance with any and all applicable zoning and building laws and regulations
and any other laws and regulations relating to the use and occupancy of such Timeshare
Property Regime, except where such noncompliance would not have a Material Adverse Effect
with respect to the applicable Originator and the Seller. None of the Seller, WVRI, WRDC,
FMB, Kona, SDI, Eastern Resorts, BHV or the VB Subsidiaries has received notice of any
material violation of any legal requirements applicable to such Timeshare Property Regime,
except where such violation would not have a Material Adverse Effect with respect to the
applicable Originator and the Seller. The Timeshare Property Regime related to such Loan
complies with all applicable state statutes, including without limitation condominium
statutes, timeshare statutes, HUD filings relating to interstate land sales (if applicable)
and the requirements of any governmental authority or local authority having jurisdiction
with respect to such Timeshare Property Regime, and constitutes a valid and conforming
condominium and timeshare regime under the laws of the State in which the related Resort is
located, except where such noncompliance would not have a Material Adverse Effect with
respect to the applicable Originator and the Seller.



26









 






     (vii) Loan in Force; No Subordination. Such Loan is in full force and effect
and has not been subordinated, satisfied in whole or in part or rescinded.




     (viii) Capacity of Parties. All parties to such Loan had legal capacity to
execute the Loan.




     (ix) Original Loans. All original executed copies of such Loans are or, within
30 days of Purchase, will be in the custody of the Custodian except to the extent otherwise
permitted pursuant to Section 6(b)(xiv).




     (x) Loan Form/Governing Law. Such Loan was executed in substantially the form
of one of the forms of Loan in Exhibit D (as such Exhibit D may be amended from time to time
with the consent of the Seller and the Company), except for changes required by applicable
law and certain other modifications that do not, individually or in the aggregate, affect
the enforceability or collectibility of such Loan. In addition, such Loan was originated in
and is governed by the laws of the State in which the Resort is located or, with respect to
Loans originated by WRDC or Loans to finance Points in the ClubWyndham Access plan, by the
laws of the State in which the Loan was executed.




     (xi) Interest in Real Property. The Timeshare Property underlying such Loan
(except Timeshare Property constituting Vacation Credits or Points) originated by WVRI, FMB,
Kona, SDI, Eastern Resorts, BHV or the VB Subsidiaries is an interest in real property
consisting of either a Fixed Week or a UDI, and (except for a Timeshare Property that is a
Green Timeshare Property) such Timeshare Property has been deeded or otherwise transferred
to a Nominee or has been deeded or otherwise transferred to the related Obligor in
accordance with the requirements of the related Loan and applicable law. Each Timeshare
Property that is a UDI originated by WRDC constitutes a fee simple interest in real
property.




     (xii) Environmental Compliance. Each Timeshare Property Regime related to a
Loan is now, and at all times during WRDC’s or WVRI’s ownership thereof (or the ownership of
any Affiliate thereof other than the Company and the Issuer), has been free of contamination
from any substance, material or waste identified as toxic or hazardous according to any
federal, state or local law, rule, regulation or order governing, imposing standards of
conduct with respect to, or regulating in any way the discharge, generation, removal,
transportation, storage or handling of toxic or hazardous substances, materials or waste or
air or water pollution (hereinafter referred to as “Environmental Laws”), including
without limitation any PCB, radioactive substance, methane, asbestos, volatile hydrocarbons,
petroleum products or wastes, industrial solvents or any other material or substance that
now or hereafter may cause or constitute a health, safety or other environmental hazard to
any person or property (any such substance together with any substance, material or waste
identified as toxic or hazardous under any Environmental Law now in effect or hereinafter
enacted shall be referred to herein as “Contaminants”), but excluding from the
foregoing any levels of Contaminants at or below which such Environmental Laws do not apply
(“De Minimus Levels”). Each of WVRI, WRDC and any Affiliate of WVRI or WRDC (other
than the Company and the Issuer) has not caused or suffered to occur any discharge, spill,
uncontrolled loss or seepage of any petroleum or



27









 







chemical product or any Contaminant (except for De Minimus Levels thereof) onto any
property comprising or adjoining any Timeshare Property Regime, and each of WVRI, WRDC and
any Affiliate of WVRI or WRDC (other than the Company and the Issuer) or any Obligor or
occupant of all or part of any Timeshare Property Regime is not now and has not been
involved in operations at the related Timeshare Property Regime that could lead to liability
for each of WVRI, WRDC, the Company, any Affiliate of WVRI or WRDC or any other owner of
such Timeshare Property Regime or the imposition of a Lien on such Timeshare Property Regime
under any Environmental Law. No practice, procedure or policy employed by WVRI or WRDC (or
any Affiliate thereof other than the Company and the Issuer) with respect to POAs for which
WVRI or WRDC acts as the manager or, to the best knowledge of the Seller, by the manager of
the POAs with respect to POAs managed by parties unaffiliated with WVRI or WRDC, violates
any Environmental Law that, if enforced, would reasonably be expected to (A) have a Material
Adverse Effect on such POA or the ability of such POA to do business, (B) have a Material
Adverse Effect on the financial condition of the POA or (C) constitute grounds for the
revocation of any license, charter, permit or registration that is material to the conduct
of the business of the POA.




     Except as set forth in Schedule 3, (1) all property owned, managed, or controlled by
each of WVRI, WRDC or any Affiliate of WVRI or WRDC (other than the Company and the
Issuer) and located within a Resort is now, and at all times during WRDC’s or WVRI’s
ownership, management or control thereof (or the ownership, management or control of any
Affiliate thereof (other than the Company and the Issuer)) has been free of contamination
from any Contaminants, except for De Minimus Levels thereof, (2) each of WVRI, WRDC and
any Affiliate of WVRI or WRDC (other than the Company and the Issuer) has not caused or
suffered to occur any discharge, spill, uncontrolled loss or seepage of any Contaminants
onto any property comprising or adjoining any of the Resorts, except for De Minimus Levels
thereof, and (3)  each of WVRI, WRDC and any Affiliate of WVRI or WRDC (other than the
Company and the Issuer) or any Obligor or occupant of all or part of any Resort is not now
and previously has not been involved in operations at any Resort that could lead to
liability for WVRI, WRDC, the Company, any Affiliate of WVRI or WRDC or any other owner of
any Resort or the imposition of a Lien on such Resort under any Environmental Law. None
of the matters set forth in Schedule 3 will have a Material Adverse Effect with respect to
the Company or its assignees or the interests of the Company or its assignees in the
Loans. Each Resort, and the present use thereof, does not violate any Environmental Law
in any manner that would materially adversely affect the value or use of such Resort or
the performance by the POAs of their respective obligations under their applicable
declarations, articles or similar charter documents. There is no condition presently
existing, and to the best knowledge of WVRI, WRDC and the Seller no event has occurred or
failed to occur with respect to any Resort, relating to any Contaminants or compliance
with any Environmental Laws that would reasonably be expected to have a Material Adverse
Effect with respect to such Resort, including in connection with the present use of such
Resort.




     (xiii) Tax Liens. All taxes applicable to such Loan and the related Timeshare
Property have been paid, except where the failure to pay such tax would not have a



28









 







Material Adverse Effect with respect to the Seller or its assignees or the Purchaser or
the collectibility or enforceability of the Loan. There are no delinquent tax liens in
respect of the Timeshare Property underlying such Loan.




     (xiv) Loan Files. The related Loan File contains the following Loan Documents
(which may include microfiche or other electronic copies of the Loan Documents to the extent
provided in the Custodial Agreement):




     (A) for Loans other than Loans described in clause (B) below, at least one
original of each Loan (or, if the Loan and promissory note are contained in separate
documents, an original of the promissory note); provided, however,
that the original Loan may have been removed from the Loan File in accordance with
the Custodial Agreement for the performance of collection services and other routine
servicing requirements; and




     (B) for Loans relating to Timeshare Properties located in Resorts in North
Carolina or South Carolina with respect to which two originals of such Loans have
been executed, each original Loan is in the Loan File, and each contains the
following legend (whether by stamp or otherwise) on its face:




     “THIS COPY IS ONE OF TWO ORIGINALS, AND WAS EXECUTED SOLELY FOR RECORDATION.
TO THE EXTENT THAT POSSESSION OF THIS CONTRACT IS REQUIRED TO TRANSFER OR PERFECT A
TRANSFER OF ANY INTEREST IN OR TO THIS CONTRACT, POSSESSION OF THE OTHER ORIGINAL
HEREOF IS REQUIRED”;




     and




     (C) for Loans with respect to which the related Timeshare Property has been
deeded out to the related Obligor:




     (1) a copy of the deed for such Timeshare Property; and




     (2) the original recorded Mortgage (or a copy thereof, if applicable, for
Mortgages that have been submitted for recording as set forth herein) and
Assignments of Mortgages in favor of the Collateral Agent (or a copy of such
recorded Mortgage or Assignment of Mortgage, as the case may be, certified to be a
true and complete copy thereof, if the original of the recorded Mortgage or
Assignment of Mortgage is lost or destroyed), provided that, in the case of
any Loan with respect to which the related Mortgage and/or deed has been removed
from the Loan File for review and recording in the local real property recording
office: (x) the original document shall have been returned to the Loan File no later
than (1) 210 days from the related loan closing date (in the case of Loans (other
than Green Loans) relating to Timeshare Properties located in the State of Florida),
(2) 210 days from the date on which the related Timeshare Property is required to be
deeded to an Obligor in the case of Green Loans relating to Timeshare Properties
located in the State of Florida; (3) 210 days from the date on which the related
Timeshare Property is required to be deeded to an Obligor in the



29









 







state of Hawaii, Nevada or New Jersey and (4) in all other states 180 days
from the date on which the related Timeshare Property is required to be deeded to an
Obligor and (y) in the case of any Loan (other than a Green Loan) relating to a
Timeshare Property located in the State of Florida, the Loan File shall contain one
or more certificates from WVRI’s applicable title agents in Florida to the effect
that the related Mortgage has been delivered for purposes of recordation to the
appropriate local real property recording office.




     (xv) Lockbox Accounts. As of the applicable Cut-Off Date, the Obligor of such
Loan either:




     (A) shall have been instructed to remit Payments thereunder to a Post Office
Box for credit to a Lockbox Account or directly to a Lockbox Account, in each case
maintained at a Lockbox Bank pursuant to the terms of a Lockbox Agreement; or




     (B) has entered into a PAC or Credit Card Account pursuant to which a deposit
account of such Obligor is made subject to a pre-authorized debit in respect of
Payments as they become due and payable, and the Seller has caused a Lockbox Bank
to take all necessary and appropriate action to ensure that each such
pre-authorized debit is credited directly to a Lockbox Account.




     (xvi) Ownership Interest. As of the Closing Date or related Addition Date, as
applicable, the Seller has good and marketable title to the Loan, free and clear of all
Liens (other than Permitted Encumbrances).




     (xvii) Interest in Loan. Such Loan constitutes either a “general intangible,”
an “instrument,” “chattel paper” or an “account” under the Uniform Commercial Code of the
States of Delaware, Oregon, Florida and New York.




     (xviii) Recordation of Assignments. The collateral Assignment of Mortgage to
the Collateral Agent relating to the Mortgage with respect to each Loan has been recorded or
delivered for recordation simultaneously with the related Mortgage to the proper office in
the jurisdiction in which the related Timeshare Property is located, except to the extent
the related Timeshare Property is located in the State of Florida and the Seller shall have
delivered an Opinion of Counsel to the effect that recordation of the Assignment of Mortgage
is not necessary to perfect a security interest therein in favor of the Collateral Agent.




     (xix) Material Disputes. To the actual knowledge of the Seller, the Loan is
not subject to any material dispute.




     (xx) Good Title; No Liens. Upon the Purchase hereunder occurring on such
Closing Date or Addition Date, as applicable, the Company will be the lawful owner of, and
have good title to, each Loan and all of the other related Transferred Assets that are the
subject of such Purchase, free and clear of any Liens (other than any Permitted Encumbrances
on the related Timeshare Properties). All Loans and related Transferred Assets are
purchased without recourse to any of the Seller, WVRI, WRDC, FMB, Kona,



30









 







SDI, Eastern Resorts, BHV or the VB Subsidiaries except as described in this Agreement
and any PA Supplement. Such Purchase by the Company under this Agreement and under any PA
Supplement constitutes a valid and true sale and transfer for consideration (and not merely
the grant of a security interest to secure a loan), enforceable against creditors of each of
the Seller, WVRI, WRDC, FMB, Kona, SDI, Eastern Resorts, BHV and the VB Subsidiaries, and no
Loan or other related Transferred Assets that are the subject of such Purchase will
constitute property of the Seller after such Purchase.




     (xxi) Solvency. Each of the Seller, WVRI, WRDC, FMB, Kona, SDI, Eastern
Resorts, BHV and the VB Subsidiaries, both prior to and immediately after giving effect to
the Purchase of Loans hereunder and under any PA Supplement occurring on such Closing Date
or Addition Date, as applicable, (A) is not insolvent (as such term is defined in
§101(32)(A) of the Bankruptcy Code), (B) is able to pay its debts as they become due and (C)
does not have unreasonably small capital for the business in which it is engaged or for any
business or transaction in which it is about to engage.




     (xxii) POA Reserves. The capital reserves and maintenance fee levels of the
POAs related to each Timeshare Property Regime underlying the Loans Purchased on such
Closing Date or Addition Date, as applicable, are adequate in light of the operating
requirements of such POAs.



     (c) Representations and Warranties Regarding the Loan Files. The Seller and WVRI
jointly and severally represent and warrant to the Company as of each Closing Date and related
Addition Date as to each Loan and the related Loan File conveyed by it hereunder on and as of such
Closing Date or related Addition Date, as applicable (except as otherwise expressly stated) as
follows:




     (i) Possession. On or immediately prior to each Closing Date or related
Addition Date, as applicable, the Custodian will have possession of each original Loan and
the related Loan File, and will have acknowledged such receipt and its undertaking to hold
such original Loan and the related Loan File for purposes of perfection of the Collateral
Agent’s interest in such original Loan and the related Loan File; provided,
however, that the fact that any document not required to be in its respective Loan
File pursuant to Section 6(b)(ix) or Section 6(b)(xiv) of this Agreement is not in the
possession of the Custodian in its respective Loan File does not constitute a breach of this
representation.




     (ii) Marking Records. On or before each Closing Date or Addition Date, as
applicable, the Seller shall have caused the portions of its computer files relating to the
Loans sold on such date to the Company to be clearly and unambiguously marked to indicate
that each such Loan has been conveyed on such date to the Company.



     (d) Survival of Representations and Warranties. It is understood and agreed that the
representations and warranties contained in this Section 6 shall remain operative and in full
force and effect, shall survive the transfer and conveyance of the Loans with respect to any
Series by the Seller to the Company under this Agreement and any PA Supplement, the conveyance of
the Loans by the Company to the Initial Issuer or to an Additional Issuer pursuant to the Pool
Purchase Agreement and any Term Purchase Agreement and the Grant of the Collateral by the Initial
Issuer or any Additional Issuer to the Collateral Agent and shall



31









 







inure to the benefit of the Company, the respective Issuers, the Trustees, the Collateral
Agent and the Noteholders and their respective designees, successors and assigns.



     (e) Indemnification of the Company. FMB, Kona, SDI, Eastern Resorts, BHV, each VB
Subsidiary, WVRI and WRDC shall jointly and severally indemnify, defend and hold harmless the
Company against any and all claims, losses and liabilities, including reasonable attorneys’ fees
(the foregoing being collectively referred to as “Indemnified Amounts”) that may at any
time be imposed on, incurred by or asserted against the Company as a result of a breach by any of
FMB, Kona, SDI, Eastern Resorts, BHV, any VB Subsidiary, WVRI or WRDC of any of its respective
representations, warranties or covenants hereunder. Except as otherwise provided in Section
11(i), WVRI, as applicable, shall pay to the Company, on demand, any and all amounts necessary to
indemnify the Company for (i) any and all recording and filing fees in connection with the
transfer of the Loans from the Seller to the Company, and any and all liabilities with respect to,
or resulting from any delay in paying when due, any taxes (including sales, excise or property
taxes) payable in connection with the transfer of the Loans from the Seller to the Company and
(ii) costs, expenses and reasonable counsel fees in defending against the same. The agreements in
this Section 6(e) shall survive the termination of this Agreement or any PA Supplement and the
payment of all amounts payable hereunder, under any PA Supplement and under the Loans. For
purposes of this Section 6(e), any reference to the Company shall include any officer, director,
employee or agent thereof, or any successor or assignee thereof or of the Company.



     (f) Representations and Warranties of Kona. Kona makes those representations and
warranties set forth in Exhibit F to this Agreement as of the Kona Addition Date and as of each
Closing Date occurring after the Kona Addition Date and as of each Addition Date occurring after
the Kona Addition Date or as of such other date specified in such representation and warranty.




Section 7. Repurchases or Substitution of Loans for Breach of Representations and
Warranties.



     Provisions with respect to the repurchase or substitution of Loans of any Series for breach of
representations and warranties under this Agreement and any PA Supplement shall be set forth in the
related PA Supplement.



     Section 8. Covenants of the Seller and WVRI.



     (a) Affirmative Covenants of the Seller and WVRI. Each of the Seller and WVRI
covenants and agrees that it will, at any time prior to the Termination Date:




     (i) Compliance with Laws, Etc. Comply in all material respects with all
applicable laws, rules, regulations and orders with respect to it, its business and
properties, provisions of ERISA, the Internal Revenue Code and all applicable regulations
and interpretations thereunder, and all Loans and Facility Documents to which it is a party.




     (ii) Preservation of Corporate Existence. Preserve and maintain its corporate
existence, rights, franchises and privileges in the jurisdiction of its incorporation, and




32











 






qualify and remain qualified in good standing as a foreign corporation, and maintain
all necessary licenses and approvals in each jurisdiction in which it does business, except
where the failure to preserve and maintain such existence, rights, franchises, privileges,
qualifications, licenses and approvals would not have a Material Adverse Effect with respect
to it.




     (iii) Audits. Upon at least two Business Days notice during regular business
hours, permit the Company and/or its agents, representatives or assigns access:





     (A) to the offices and properties of the Seller or WVRI in order to examine and
make copies of and abstracts from all books, correspondence and Records of the
Seller or WVRI as appropriate to verify the Seller’s or WVRI’s compliance with this
Agreement, any PA Supplement or any other Facility Documents to which the Seller or
WVRI is a party and any other agreement contemplated hereby or thereby, and the
Company and/or its agents, representatives and assigns may examine and audit the
same and make photocopies, computer tapes or other computer replicas thereof, as
appropriate, and each of the Seller and WVRI will provide to the Company and/or its
agents, representatives and assigns, at the expense of the Seller and WVRI, such
clerical and other assistance as may be reasonably requested in connection
therewith; and




     (B) to the officers or employees of the Seller or WVRI designated by the Seller
or WVRI, as applicable, in order to discuss matters relating to the Loans and the
performance of the Seller or WVRI hereunder, under any PA Supplement or any other
Facility Documents to which the Seller or WVRI is a party and any other agreement
contemplated hereby or thereby, and under the other Facility Documents to which it
is a party with the officers or employees of the Seller and WVRI having knowledge of
such matters.




     Each such audit shall be at the sole expense of the Seller and WVRI. The Company shall
be entitled to conduct such audits as frequently as it deems reasonable in the exercise of
the Company’s reasonable commercial judgment; provided, however, that such
audits shall not be conducted more frequently than annually unless an Event of Default or an
Amortization Event shall have occurred. The Company and its agents, representatives and
assigns also shall have the right to discuss the Seller’s and WVRI’s affairs with the
officers, employees and independent accountants of the Seller and WVRI and to verify under
appropriate procedures the validity, amount, quality, quantity, value and condition of, or
any other matter relating to, the Loans and other related Transferred Assets.




     (iv) [Reserved].




     (v) Performance and Compliance with Receivables and Loans. At its expense,
timely and fully perform and comply in all material respects with the Credit Standards and
Collection Policies and Customary Practices with respect to the Loans and with all
provisions, covenants and other promises required to be observed by the Seller or WVRI under
the Loans.



33









 






     (vi) [Reserved].




     (vii) Ownership Interest. Take such action with respect to each Loan as is
necessary to ensure that the Company maintains a first priority ownership interest in such
Loan and the other related Transferred Assets, in each case free and clear of any Liens
arising through or under the Seller or WVRI and, in the case of any Timeshare Properties,
other than any Permitted Encumbrance thereon, and respond to any inquiries with respect to
ownership of a Loan sold by it hereunder by stating that, from and after the Initial Closing
Date or related Addition Date, as applicable, it is no longer the owner of such Loan and
that ownership of such Loan has been transferred to the Company.




     (viii) Instruments. Not remove any portion of the Loans or related Transferred
Assets with respect to any Series that consists of money or is evidenced by an instrument,
certificate or other writing from the jurisdiction in which it was held under the related
Custodial Agreement unless the Company shall have first received an Opinion of Counsel to
the effect that the Company shall continue to have a first-priority perfected ownership or
security interest with respect to such property after giving effect to such action or
actions.




     (ix) No Release. Not take any action, and use its best efforts not to permit
any action to be taken by others, that would release any Person from such Person’s covenants
or obligations under any document, instrument or agreement relating to the Loans or the
other Transferred Assets, or result in the hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any such document, instrument or
agreement, except as expressly provided in this Agreement or any PA Supplement or such other
instrument or document.




     (x) Insurance and Condemnation.




     (A) WVRI (1) shall with respect to each Resort which it develops or which is
developed by its subsidiaries (other than the Purchaser or the Issuer), cause the
governing document of each such POA at the time of creation to contain covenants
requiring insurance as described in this paragraph and (2) so long as WVRI or an
Affiliate (other than the Purchaser or the Issuer) maintains primary or substantial
responsibility for the management, administration or other services of a similar
nature with respect to such Resort, WVRI shall do or cause to be done all things
which it may accomplish with a reasonable amount of cost or effort to cause each POA
to maintain the insurance described in this paragraph. The insurance referred to
clauses in (1) and (2) above is “all-risk” property and general liability insurance
with financially sound and reputable insurers providing coverage in scope and amount
that (x) satisfy the requirements of the declarations (or any similar charter
document) governing the POA for the maintenance of such insurance policies and (y)
are at least consistent with the scope and amount of such insurance coverage
obtained by prudent POAs and/or management of other similar developments in the same
jurisdiction. So long as WVRI or an Affiliate other than the Purchaser or the
Issuer maintains primary or substantial responsibility for the management,
administration or other services of a similar



34









 







nature with respect to such Resort and possesses the right to direct the
application of insurance proceeds, WVRI shall use its best efforts to apply the
proceeds of any such insurance policies in the manner specified in the related
declarations (or any similar charter document) governing the POA and/or any similar
charter documents of such POA (which exercise of best efforts shall include voting
as a member of the POA or as a proxy or attorney-in-fact for a member). For the
avoidance of doubt, the parties acknowledge that the ultimate discretion and control
relating to the maintenance of any such insurance policies is vested in the POA in
accordance with the respective declaration (or any similar charter document)
relating to each Timeshare Property Regime.




     (B) Each of the Seller and WVRI shall remit to the Collection Account the
portion of any proceeds received pursuant to a condemnation of property in any
Resort relating to any Timeshare Property to the extent the Obligors are required to
make such remittance under the terms of one or more Loans that have been sold to the
Company hereunder and under the related PA Supplement.




     (xi) Separate Identity. Take such action (and cause FMB, Kona, WRDC, SDI,
Eastern Resorts, BHV, the VB Subsidiaries or any other originators to take such action) as
is necessary to ensure compliance with Section 6(a)(xvii), including taking all actions
necessary on its part to be taken in order to ensure that the facts and assumptions relating
to the Company set forth in the opinion of Orrick, Herrington & Sutcliffe LLP relating to
substantive consolidation matters with respect to the Seller and the Company are true and
correct.




     (xii) Computer Files. Mark or cause to be marked each Loan in its computer
files as described in Section 6(c)(ii) and deliver to the Company, the Issuer, the Trustee
and the Collateral Agent a copy of the Loan Schedule for each Series as amended from time to
time.




     (xiii) Taxes. File or cause to be filed, and cause each of its Affiliates with
whom it shares consolidated tax liability to file, all federal, state and local tax returns
that are required to be filed by it, except where the failure to file such returns could not
reasonably be expected to have a Material Adverse Effect with respect to the Purchaser, the
Seller or WVRI, or otherwise be reasonably expected to expose the Purchaser, the Seller or
WVRI to material liability. Each of the Seller and WVRI will pay or cause to be paid all
taxes shown to be due and payable on such returns or on any assessments received by it,
other than any taxes or assessments the validity of which are being contested in good faith
by appropriate proceedings and with respect to which the Seller, WVRI or the applicable
Affiliate has set aside adequate reserves on its books in accordance with GAAP, and which
proceedings could not reasonably be expected to have a Material Adverse Effect with respect
to the Purchaser, the Seller or WVRI, or otherwise be reasonably expected to expose the
Purchaser, the Seller or WVRI to material liability.




     (xiv) Facility Documents. Comply in all material respects with the terms of,
and employ the procedures outlined under, this Agreement, any PA Supplement and all other
Facility Documents to which it is a party, and take all such action as may be from



35









 







time to time reasonably requested by the Company to maintain this Agreement, any PA
Supplement and all such other Facility Documents in full force and effect.




     (xv) Loan Schedule. With respect to any Series, promptly amend the applicable
Loan Schedule to reflect terms or discrepancies that become known after each Closing Date or
any Addition Date, and promptly notify the Company, the Issuer, the Trustee and the
Collateral Agent of any such amendments.




     (xvi) Segregation of Collections. Prevent, to the extent within its control,
the deposit into the Collection Account or any Reserve Account of any funds other than
Collections in respect of the Loans with respect to any Series, and to the extent that, to
its knowledge, any such funds are nevertheless deposited into the Collection Account or any
Reserve Account, promptly identify any such funds to the Master Servicer for segregation and
remittance to the owner thereof.




     (xvii) Management of Resorts. The Seller hereby covenants and agrees that it
will cause the Originator with respect to each Resort (to the extent that such Originator is
responsible for maintaining or managing such Resort) to do or cause to be done all things
that it may accomplish with a reasonable amount of cost or effort in order to maintain such
Resort (including without limitation all grounds, waters and improvements thereon and all
other facilities related thereto) in at least as good condition, repair and working order as
would be customary for prudent managers of similar timeshare properties.



     (b) Negative Covenants of the Seller and WVRI. Each of the Seller and WVRI covenants
and agrees that it will not, at any time prior to the final Series Termination Date without the
prior written consent of the Company:




     (i) Sales, Liens, Etc. Against Loans and Transferred Assets. Except for the
transfers hereunder, sell, assign (by operation of law or otherwise) or otherwise dispose
of, or create or suffer to exist, any Lien arising through or under it (other than, in the
case of any Timeshare Properties, any Permitted Encumbrances thereon) upon or with respect
to any Loan or other Transferred Asset or any interest therein. Each of WVRI and the Seller
shall immediately notify the Company of the existence of any Lien arising through or under
it on any Loan or other Transferred Asset.




     (ii) Extension or Amendment of Loan Terms. Extend, amend, waive or otherwise
modify the terms of any Loan (other than as a result of a Timeshare Upgrade or in accordance
with Customary Practices) or permit the rescission or cancellation of any Loan, whether for
any reason relating to a negative change in the related Obligor’s creditworthiness or
inability to make any payment under the Loan or otherwise.




     (iii) Change in Business or Credit Standards or Collection Policies. (A) Make
any change in the character of its business or (B) make any change in the Credit Standards
and Collection Policies or (C) deviate from the exercise of Customary Practices, which
change or deviation would, in any such case, materially impair the value or collectibility
of any Loan.



36









 






     (iv) Change in Payment Instructions to Obligors. Add, except in connection
with the issuance of an Additional Series of Notes, or terminate any bank as a bank holding
any account for the collection of payments in respect of the Loans from those listed in
Exhibit E or make any change in its instructions to Obligors regarding payments to be made
to any Lockbox Account at a Lockbox Bank, unless the Company and the Trustee shall have
received (A) 30 days’ prior written notice of such addition, termination or change,
(B) written confirmation from the Seller or WVRI that, after the effectiveness of any such
termination, there will be at least one Lockbox in existence and (C) prior to the date of
such addition, termination or change, (1) executed copies of Lockbox Agreements executed by
each new Lockbox Bank, the Seller, the Company, the Master Servicer and the Trustee and
(2) copies of all agreements and documents signed by either the Company or the respective
Lockbox Bank with respect to any new Lockbox Account.




     (v) Change in Corporate Name, Etc. Make any change to its name or its type or
jurisdiction of organization (or, in the case of the VB Partnerships, change the location of
its chief executive office) that existed on the Initial Closing Date without providing at
least 30 days’ prior written notice to the Company and the Trustee and taking all action
necessary or reasonably requested by the Trustee to amend its existing financing statements
and file additional financing statements in all applicable jurisdictions as are necessary to
maintain the perfection of the security interest of the Company.




     (vi) ERISA Matters. (A) Engage or permit any ERISA Affiliate to engage in any
prohibited transaction for which an exemption is not available or has not previously been
obtained from the U.S. Department of Labor; (B) permit to exist any accumulated funding
deficiency (as defined in Section 302(a) of ERISA and Section 412(a) of the Internal Revenue
Code) or funding deficiency with respect to any Benefit Plan other than a Multiemployer
Plan; (C) fail to make any payments to any Multiemployer Plan that the Seller, WVRI or any
ERISA Affiliate may be required to make under the agreement relating to such Multiemployer
Plan or any law pertaining thereto; (D) terminate any Benefit Plan so as to result in any
liability; (E) permit to exist any occurrence of any Reportable Event that represents a
material risk of a liability of the Seller, WVRI or any ERISA Affiliate under ERISA or the
Internal Revenue Code; provided, however, that the ERISA Affiliates of the
Seller and WVRI may take or allow such prohibited transactions, accumulated funding
deficiencies, payments, terminations and Reportable Events described in clauses (A) through
(E) above so long as such events occurring within any fiscal year of the Seller or WVRI, in
the aggregate, involve a payment of money by or an incurrence of liability of any such ERISA
Affiliate (collectively, “ERISA Liabilities”) in an amount that does not exceed
$2,000,000 or otherwise result in liability that would result in imposition of a lien.




     (vii) Terminate or Reject Loans. Without limiting the requirements of Section
8(b)(ii), terminate or reject any Loan prior to the end of the term of such Loan, whether
such rejection or early termination is made pursuant to an equitable cause, statute,
regulation, judicial proceeding or other applicable law unless, prior to such termination or
rejection, such Loan and any related Transferred Assets have been repurchased by the Seller
pursuant to Section 7 of the related PA Supplement.



37









 






     (viii) Facility Documents. Except as otherwise permitted under Section
8(b)(ii), (A) terminate, amend or otherwise modify any Facility Document to which it is a
party or grant any waiver or consent thereunder or (B) terminate, amend or otherwise modify
the FairShare Plus Agreement; provided, however, that (1) the Title Clearing
Agreements may be amended for the purposes of (x) making additional properties subject
thereto, (y) making an Affiliate of WVRI a party thereto having the same rights and
obligations thereunder as WVRI or (z) identifying a separate pool of loans (which shall not
include Loans sold to the Company hereunder) to be sold or pledged to secure debt under a
pooling or financing arrangement similar to that evidenced by the Indenture and Servicing
Agreement, and (2) the FairShare Plus Agreement may be amended from time to time (x) to
substitute or add additional parties thereto, (y) to comply with state and federal laws or
regulations or (z) for any other purpose, provided that with respect to this Section
8(b)(viii), WVRI or the Seller furnishes to the Company, the Issuer and the Trustee an
Opinion of Counsel to the effect that such amendment or modification will not adversely
affect in any material respect the respective interests of the Company, the Issuer, the
Trustee or the Collateral Agent (if applicable) in the Loans and other Transferred Assets.




     (ix) Insolvency Proceedings. Institute Insolvency Proceedings with respect to
WorldMark, PTVO Owners Association, the Company or the Issuer or consent to the institution
of Insolvency Proceedings against WorldMark, PTVO Owners Association, the Company or the
Issuer, or take any corporate action in furtherance of any such action.



     (c) Negative Covenants of WRDC. WRDC covenants and agrees that it will not, at any
time prior to the final Series Termination Date without the prior written consent of the Company,
institute Insolvency Proceedings with respect to WorldMark or consent to the institution of
Insolvency Proceedings against WorldMark or take any corporate action in furtherance of any such
action.



     Section 9. Representations and Warranties of the Company.



     The Company represents and warrants as of each Closing Date and Addition Date, or as of such
other date specified in such representation and warranty, that:



     (a) The Company is a limited liability company duly formed, validly existing and in good
standing under the laws of the State of Delaware and has full limited liability company power,
authority, and legal right to own its properties and conduct its business as such properties are
presently owned and as such business is presently conducted, and to execute, deliver and perform
its obligations under this Agreement and any PA Supplement. The Company is duly qualified to do
business and is in good standing as a foreign entity, and has obtained all necessary licenses and
approvals in each jurisdiction necessary to carry on its business as presently conducted and to
perform its obligations under this Agreement and any PA Supplement. One hundred percent (100%) of
the outstanding membership interests of the Company is directly owned (both beneficially and of
record) by Wyndham. Such membership interests are validly issued, fully paid and nonassessable
and there are no options, warrants or other rights to acquire membership interests from the
Company.



38









 





     (b) The execution, delivery and performance of this Agreement and any PA Supplement by the
Company and the consummation by the Company of the transactions provided for in this Agreement and
any PA Supplement have been duly approved by all necessary limited liability company action on the
part of the Company.



     (c) This Agreement and any PA Supplement constitutes the legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms, except as such enforceability
may be subject to or limited by Debtor Relief Laws and except as such enforceability may be limited
by general principles of equity.



     (d) The execution and delivery by the Company of this Agreement and any PA Supplement , the
performance by the Company of the transactions contemplated hereby and the fulfillment by the
Company of the terms hereof applicable to the Company will not conflict with, violate, result in
any breach of the material terms and provisions of, or constitute (with or without notice or lapse
of time or both) a material default under any provision of any existing law or regulation or any
order or decree of any court applicable to the Company or its certificate of formation or limited
liability company agreement or any material indenture, contract, agreement, mortgage, deed of
trust, or other material instrument to which the Company is a party or by which it or its
properties is bound.



     (e) There are no proceedings or investigations pending, or to the knowledge of the Company
threatened, against the Company before any court, regulatory body, administrative agency, or other
tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any PA
Supplement, (B) seeking to prevent the consummation of any of the transactions contemplated by this
Agreement or any PA Supplement, (C) seeking any determination or ruling that, in the reasonable
judgment of the Company, would adversely affect the performance by the Company of its obligations
under this Agreement or any PA Supplement or (D) seeking any determination or ruling that would
adversely affect the validity or enforceability of this Agreement or any PA Supplement.



     (f) All approvals, authorizations, consents, orders or other actions of any person or entity
or any governmental body or official required in connection with the execution and delivery of
this Agreement and any PA Supplement by the Company, the performance by it of the transactions
contemplated hereby and the fulfillment by it of the terms hereof, have been obtained and are in
full force and effect.



     (g) The Company is solvent and will not become insolvent immediately after giving effect to
the transactions contemplated by this Agreement and any PA Supplement, the Company has not incurred
debts beyond its ability to pay and, immediately after giving effect to the transactions
contemplated by this Agreement and any PA Supplement, the Company shall have an adequate amount of
capital to conduct its business in the foreseeable future.



     Section 10. Covenants of the Company.



          The Company hereby acknowledges that the parties to the Facility Documents are entering into
the transactions contemplated by the Facility Documents in reliance upon the Company’s identity as
a legal entity separate from the Seller, WVRI, WRDC, Kona, SDI,



39









 






Eastern Resorts, the VB Subsidiaries and their respective Affiliates. From and after the date
hereof until the final Series Termination Date under any Indenture Supplement, the Company will
take such actions as shall be required in order that:




          (a) The Company will conduct its business in office space allocated to it and for which it
pays an appropriate rent and overhead allocation;




          (b) The Company will maintain corporate records and books of account separate from those of
the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV, the VB Subsidiaries and their respective
Affiliates and telephone numbers and stationery that are separate and distinct from those of the
Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV, the VB Subsidiaries and their respective
Affiliates;




          (c) The Company’s assets will be maintained in a manner that facilitates their identification
and segregation from those of any of the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, the VB
Subsidiaries and their respective Affiliates;




          (d) The Company will observe corporate formalities in its dealings with the public and with
the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV, the VB Subsidiaries and their respective
Affiliates and, except as contemplated by the Facility Documents, funds or other assets of the
Company will not be commingled with those of any of the Seller, WVRI, WRDC, Kona, SDI, Eastern
Resorts, BHV, the VB Subsidiaries and their respective Affiliates. The Company will at all times,
in its dealings with the public and with the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV,
the VB Subsidiaries and their respective Affiliates, hold itself out and conduct itself as a legal
entity separate and distinct from the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV, the VB
Subsidiaries and their respective Affiliates. The Company will not maintain joint bank accounts or
other depository accounts to which any of the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV,
the VB Subsidiaries and their respective Affiliates (other than the Master Servicer) has
independent access;




          (e) The duly elected board of directors of the Company and duly appointed officers of the
Company will at all times have sole authority to control decisions and actions with respect to the
daily business affairs of the Company;




          (f) Not less than one member of the Company’s board of directors will be an Independent
Director. The Company will observe those provisions in its limited liability company agreement
that provide that the Company’s board of directors will not approve, or take any other action to
cause the filing of, a voluntary bankruptcy petition with respect to the Company unless the
Independent Director and all other members of the Company’s board of directors unanimously approve
the taking of such action in writing prior to the taking of such action;




          (g) The Company will compensate each of its employees, consultants and agents from the
Company’s own funds for services provided to the Company; and




40









 








          (h) Except as contemplated by the Facility Documents, the Company will not hold itself out to
be responsible for the debts of any of the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV, the
VB Subsidiaries and their respective Affiliates.




Section 10A Negative Covenant of the Company.




     The Company covenants and agrees that it will not, at any time prior to the final Series
Termination Date institute Insolvency Proceedings with respect to WorldMark or PTVO Owners
Association or consent to the institution of Insolvency Proceedings against WorldMark or PTVO
Owners Association, or take any corporate action in furtherance of any such action.



     Section 11. Miscellaneous.



     (a) Amendment. This Agreement may be amended from time to time or the provisions
hereof may be waived or otherwise modified by the parties hereto by written agreement signed by the
parties hereto.



     (b) Assignment. The Company has the right to assign its interests under this
Agreement and any PA Supplement as may be required to effect the purposes of the Pool Purchase
Agreement or any Term Purchase Agreement without the consent of the Seller, WVRI or WRDC, and the
assignee shall succeed to the rights hereunder of the Company. The Seller agrees to perform its
obligations hereunder for the benefit of the respective Issuers, Trustees and Noteholders and for
the benefit of the Collateral Agent, and agrees that such parties are intended third party
beneficiaries of this Agreement and agrees that the Trustees (or the Collateral Agent) and (subject
to the terms and conditions of the applicable Indenture and Servicing Agreement and any applicable
Indenture Supplement) the Noteholders may enforce the provisions of this Agreement and any PA
Supplement, exercise the rights of the Company and enforce the obligations of the Seller hereunder
without the consent of the Company.



     (c) Counterparts. This Agreement may be executed in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.



     (d) Termination. The obligations of each of the Seller and WVRI under this Agreement
and any PA Supplement shall survive the sale of the Loans to the Company and the Company’s transfer
of the Loans and other related Transferred Assets to the Issuer.



     (e) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PRINCIPLES.



     (f) Notices. All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by certified mail, postage
prepaid and return receipt requested, or by express delivery service, to (i) in the case of the
Seller, Wyndham Consumer Finance, Inc., 10750 West Charleston Blvd., Suite 130, Las Vegas, Nevada
89135, Attention: President, or such other address as may hereafter be furnished to the



41









 







Company and WVRI in writing by the Seller, (ii) in the case of WVRI, WRDC, FMB, Kona, SDI,
Eastern Resorts, BHV and the VB Subsidiaries, 8427 South Park Circle, Orlando, Florida 32819,
Attention: President, or such other address as may hereafter be furnished to the Seller or the
Company in writing by WVRI and (c) in the case of the Company, Sierra Deposit Company, LLC, 10750
West Charleston Blvd., Suite 130, Mailstop 2067, Las Vegas, Nevada 89135, Attention: President, or
such other address as may hereafter be furnished to the Seller, WVRI or WRDC in writing by the
Company.



     (g) Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.



     (h) Successors and Assigns. This Agreement shall be binding upon each of the Seller,
WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV, the VB Subsidiaries, the VB Partnerships and the
Company and their respective permitted successors and assigns, and shall inure to the benefit of
each of the Seller, WVRI, WRDC, Kona, SDI, Eastern Resorts, BHV, the VB Subsidiaries, the VB
Partnerships and the Company and each of the Issuer, the Trustee and the Collateral Agent to the
extent explicitly contemplated hereby.



     (i) Costs, Expenses and Taxes.




     (i) Each of the Seller, WVRI and WRDC jointly and severally agrees to pay on demand to
the Company all reasonable costs and expenses, if any, incurred or reimbursed (or to be
reimbursed) by the Company (including reasonable counsel fees and expenses) in connection
with the enforcement or preservation of the rights and remedies under this Agreement and any
PA Supplement.




     (ii) Each of the Seller, WVRI and WRDC jointly and severally agrees to pay, indemnify
and hold the Company harmless from and against any and all stamp, sales, excise and other
taxes and fees payable or determined to be payable by or reimbursed (or to be reimbursed) by
the Company in connection with the execution, delivery, filing and recording of this
Agreement or any PA Supplement, and against any liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes and fees.



     (j) No Bankruptcy Petition. Each of the Seller, Kona, SDI, Eastern Resorts, BHV, each
VB Subsidiary, each VB Partnership, WVRI and WRDC covenants and agrees not to institute against the
Company or the Issuer, or join any other person in instituting against the Company or the Issuer,
any proceeding under any Debtor Relief Law.



     (k) Treatment of Timeshare Upgrades. Notwithstanding anything in this Agreement to
the contrary (but subject to the other provisions of this paragraph), the Seller (or the Master
Servicer on the Seller’s behalf) may upgrade any Timeshare Property by entering into a new Loan
with the related Obligor, but only if the proceeds of such new Loan are used to prepay all
obligations in full of such Obligor under the existing Loan (the proceeds of which shall be the
property of the Company). Upon its creation, the new Loan created by such
 Timeshare Upgrade


42









 







 shall not be property of the Company, but may be sold by the Seller to the
Company as an Additional Loan pursuant to the terms and conditions of this Agreement and any PA
Supplement. The parties hereto intend that the Seller (or the Master Servicer on the Seller’s
behalf) will not upgrade a Timeshare Property pursuant to this Section 11(k) in order to provide
direct or indirect assurance to the Seller, the Trustee or any Noteholder against loss by reason of
the bankruptcy or insolvency (or other credit condition) of, or default by, the Obligor on, or the
uncollectibility of, any Loan.



43









 





     IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized, all as of the day and year first above written.



	 	 	 	 	 
	 	WYNDHAM CONSUMER FINANCE, INC.

 	 
	 	By:  	/s/ Mark A. Johnson
 	 
	 	 	Name:  	Mark A. Johnson 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	WYNDHAM RESORT DEVELOPMENT CORPORATION

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief Financial

Officer 	 
	 



	 	 	 	 	 
	 	WYNDHAM VACATION RESORTS, INC.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief Financial

Officer 	 
	 



	 	 	 	 	 
	 	FAIRFIELD MYRTLE BEACH, INC.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief Financial 

Officer 	 
	 



	 	 	 	 	 
	 	SEA GARDENS BEACH AND TENNIS RESORT, INC.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief Financial

Officer 	 
	 



[Signature page for Amended and Restated WVRI MLPA]




 









 








	 	 	 	 	 
	 	VACATION BREAK RESORTS, INC.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 



	 	 	 	 	 
	 	VACATION BREAK RESORTS AT STAR ISLAND, INC.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	PALM VACATION GROUP,

by its General Partners:



Vacation Break Resorts at Palm Aire, Inc.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 



	 	 	 	 	 
	 	Palm Resort Group, Inc.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief Financial

Officer 	 
	 



[Signature page for Amended and Restated WVRI MLPA]





 









 








	 	 	 	 	 
	 	OCEAN RANCH VACATION GROUP,

by its General Partners:



Vacation Break at Ocean Ranch, Inc.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 



	 	 	 	 	 
	 	Ocean Ranch Development, Inc.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	KONA HAWAIIAN VACATION OWNERSHIP, LLC







By: Fairfield Resorts, Inc.
          Its Managing Member

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief Financial

Officer 	 
	 



	 	 	 	 	 
	 	SHAWNEE DEVELOPMENT, INC.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 



[Signature page for Amended and Restated WVRI MLPA]




 









 








	 	 	 	 	 
	 	EASTERN RESORTS CORPORATION

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	BHV DEVELOPMENT COMPANY, INC.

 	 
	 	By:  	/s/ Michael A. Hug
 	 
	 	 	Name:  	Michael A. Hug 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



[Signature page for Amended and Restated WVRI MLPA]




 









 








	 	 	 	 	 
	 	SIERRA DEPOSIT COMPANY, LLC

 	 
	 	By:  	/s/ Mark A. Johnson
 	 
	 	 	Name:  	Mark A. Johnson 	 
	 	 	Title:  	President 	 
	 



[Signature page for Amended and Restated WVRI MLPA]




 









 








SCHEDULE 1




Loan Schedule




To be delivered on first sale of Loans.





 









 








SCHEDULE 2




Resorts




WVRI Resorts (as of August 31, 2007)




	 	 	 
	Resort Name	 	Location
	Flagstaff

	 	Flagstaff, Arizona
	Sedona

	 	Sedona, Arizona
	Fairfield Bay

	 	Van Buren, Arkansas
	Dolphin’s Cove

	 	Anaheim, California
	Harbour Lights

	 	San Diego, California
	Durango

	 	Durango, Colorado
	Pagosa

	 	Pagosa Springs, Colorado
	Ocean Walk

	 	Daytona Beach, Florida
	Majestic Sun

	 	Destin, Florida
	Bay Club II

	 	Destin, Florida
	Destin Beach Street Cottages

	 	Destin, Florida
	Fairways at Palm-Aire

	 	Ft Lauderdale, Florida
	Royal Vista Resort

	 	Ft Lauderdale, Florida
	Santa Barbara Resort and Yacht Club

	 	Ft Lauderdale, Florida
	Sea Gardens Beach and Tennis Resort

	 	Ft Lauderdale, Florida
	Cypress Palms

	 	Orlando, Florida
	Star Island

	 	Orlando, Florida
	Orlando International Resort Club

	 	Orlando, Florida
	Bonnet Creek

	 	Orlando, Florida
	Fairfield Plantation

	 	Atlanta, Georgia
	Kona Hawaiian Village

	 	Kona, Hawaii
	Royal Sea Cliff

	 	Kona, Hawaii
	Mauna Loa Village

	 	Kailua-Kona, Hawaii
	Waikiki Beach Walk

	 	Honolulu – Oahu, Hawaii
	Bali Hai Villas

	 	Kauai, Hawaii
	Kauai Beach Villas

	 	Kauai, Hawaii
	The Shearwater

	 	Kauai, Hawaii
	Ka ‘Eo Kai

	 	Kauai, Hawaii
	Makai Club and Cottages

	 	Kauai, Hawaii
	Avenue Plaza

	 	New Orleans, Louisiana
	Bentley Brook

	 	Hancock, Massachusetts
	Coconut Malorie

	 	Ocean City, Maryland
	Branson

	 	Branson, Missouri
	Mountain Vista

	 	Branson, Missouri
	Grand Desert Resort

	 	Las Vegas, Nevada
	SouthShore

	 	Zephyr Cove, Nevada
	Skyline Towers

	 	Atlantic City, New Jersey
	Fairfield Mountains

	 	Lake Lure, North Carolina
	Fairfield Harbour

	 	New Bern, North Carolina
	Fairfield Sapphire Valley

	 	Sapphire Valley, North Carolina
	Shawnee Village1

	 	Shawnee on Delaware, Pennsylvania
	Bay Voyage

	 	Jamestown, Rhode Island
	Newport Overlook

	 	Jamestown, Rhode Island
	Inn on Long Wharf

	 	Newport, Rhode Island
	Long Wharf Resort

	 	Newport, Rhode Island
	Newport Inn on the Harbour

	 	Newport, Rhode Island
	Newport Onshore

	 	Newport, Rhode Island
	Ocean Ridge

	 	Edisto Island, South Carolina
	Westwinds

	 	Myrtle Beach, South Carolina
	Sea Watch Plantation

	 	North Myrtle Beach, South Carolina






 









 






	 	 	 
	Resort Name	 	Location
	Ocean Boulevard

	 	North Myrtle Beach, South Carolina
	The Cottages

	 	North Myrtle Beach, South Carolina
	Fairfield Glade

	 	Glade, Tennessee
	Nashville

	 	Nashville, Tennessee
	Smoky Mountains

	 	Sevierville, Tennessee
	Riverside Suites

	 	San Antonio, Texas
	La Casscada

	 	San Antonio, Texas
	Old Town Alexandria

	 	Alexandria, Virginia
	Governor’s Green

	 	Williamsburg, Virginia
	Kingsgate

	 	Williamsburg, Virginia
	Patriot’s Place

	 	Williamsburg, Virginia
	Wisconsin Dells

	 	Wisconsin Dells, Wisconsin
	Tamarack1

	 	Wisconsin Dells, Wisconsin
	Inn at Glacier Canyon

	 	Lake Delton, Wisconsin
	Bluebeard’s Castle1

	 	St. Thomas, U.S. Virgin Islands
	Bluebeard’s Beach Club

	 	St. Thomas, U.S. Virgin Islands
	Elysian Beach Resort

	 	St. Thomas, U.S. Virgin Islands








 




			
	1	 	Resort is not eligible under the FairShare Plus Program.




 









 










WRDC Resorts (as of August 31, 2007)




	 	 	 
	Resort Name	 	Location
	Rancho Vistoso

	 	Oro Valley, Arizona
	Bison Ranch

	 	Overgaard, Arizona
	Pinetop

	 	Pinetop, Arizona
	Dolphin’s Cove

	 	Anaheim, California
	Angels Camp

	 	Angels Camp, California
	Bass Lake

	 	Bass Lake, California
	Big Bear

	 	Big Bear Lake, California
	Indio

	 	Indio, California
	Marina Dunes

	 	Marina, California
	Clear Lake

	 	Nice, California
	Oceanside

	 	Oceanside, California
	Palm Springs

	 	Palm Springs, California
	Pismo Beach

	 	Pismo Beach, California
	San Diego

	 	San Diego, California
	San Francisco

	 	San Francisco, California
	Solvang

	 	Solvang, California
	Windsor

	 	Windsor, California
	Estes Park

	 	Estes Park, Colorado
	Steamboat Springs

	 	Steamboat Springs, Colorado
	Ocean Walk

	 	Daytona Beach, Florida
	Orlando

	 	Orlando, Florida
	Kapaa Shores

	 	Kapaa, Hawaii
	Kihei

	 	Kihei, Hawaii
	Kona

	 	Kona, Hawaii
	Valley Isle

	 	Lahaina, Hawaii
	Arrow Point

	 	Harrison, Idaho
	McCall

	 	McCall, Idaho
	Galena

	 	Galena, Illinois
	New Orleans

	 	New Orleans, Louisiana
	Branson

	 	Branson, Missouri
	Lake of the Ozarks

	 	Osage Beach, Missouri
	Las Vegas

	 	Las Vegas, Nevada
	Las Vegas/Spencer

	 	Las Vegas, Nevada
	Reno

	 	Reno, Nevada
	Tahoe

	 	Stateline, Nevada
	South Shore

	 	Zephyr Cove, Nevada
	Grand Lake

	 	Grand Lake, Oklahoma
	Depoe Bay

	 	Depoe Bay, Oregon
	Gleneden

	 	Gleneden Beach, Oregon
	Running Y

	 	Klamath Falls, Oregon
	Schooners Landing

	 	Newport, Oregon
	Eagle Crest

	 	Redmond, Oregon
	Seaside

	 	Seaside, Oregon
	Wolf Creek

	 	Eden, Utah
	Bear Lake

	 	Garden City, Utah
	Midway

	 	Midway, Utah
	St. George

	 	St. George, Utah
	Birch Bay

	 	Blaine, Washington
	Lake Chelan Shores

	 	Chelan, Washington
	Park Village

	 	Leavenworth, Washington
	Surfside Inn

	 	Ocean Park, Washington
	Mariner Village

	 	Ocean Shores, Washington
	Discovery Bay

	 	Port Townsend, Washington






 









 






	 	 	 
	Resort Name	 	Location
	The Camlin

	 	Seattle, Washington
	The Canadian

	 	Vancouver, British Columbia, Canada
	Victoria

	 	Victoria, British Columbia, Canada
	Cascade Lodge

	 	Whistler, British Columbia, Canada
	Sundance

	 	Whistler, British Columbia, Canada
	Denarau Island1

	 	Nadi Town, Denarau Island, Fiji
	Coral Baja

	 	San Jose del Cabo, Baja California Sur, Mexico
	La Paloma

	 	Rosarito, Baja California, Mexico
	Cairns2

	 	Cairns, Queensland, Australia
	Golden Beach2

	 	Golden Beach, Queensland, Australia
	Kirra Beach2

	 	Kirra Beach, Queensland, Australia
	Port Stephens2

	 	Salamander Bay, New South Wales, Australia
	Coffs Harbour2

	 	Coffs Harbour, New South Wales, Australia
	Port Macquarie2

	 	Port Macquarie, New South Wales, Australia
	Pokolbin2

	 	Pokolbin, New South Wales, Australia
	Flynns Beach2

	 	Port Macquarie, New South Wales, Australia
	Suites Sydney2

	 	Sydney, New South Wales, Australia
	Seven Mile Beach2

	 	Tasmania, Australia
	Ballarat Resort2

	 	Sebastopol, Victoria, Australia
	Lakes Entrance2

	 	Lake Entrance, Victoria, Australia
	Rotorua2

	 	Rotorua, New Zealand








 




			
	1	 	Includes WorldMark and WorldMark South Pacific Club Units.
	 
	2	 	These resorts are owned and operated through WorldMark South Pacific Club. None of the loans
originated from WRDC South Pacific are included in the Pledged Loans.






 









 








SCHEDULE 3




Environmental Issues




None.





 









 








SCHEDULE 4




Lockbox Accounts




	 	 	 	 	 
	Lockbox Account:

	 	37563843231 		 
	 
	 	 	 	 
	Lockbox Bank:
	 	 	 	 
	 

	 	Bank of America, N.A.

	 

	 	ABA number:

	 

	 	Contact Person:







Related Post Office Boxes:




Boston Lockbox # 3624

Address: Boston, MA 02241-3624




San Francisco Lockbox # 74547

Address: P.O. Box 60000, San Francisco, CA 94160





 









 








SCHEDULE 5




Litigation




     On July 19, 2005, a class action complaint was filed in Federal District Court in the Middle
District of Florida (the “District Court”) against Wyndham Vacation Resorts Inc., FairShare
Vacation Owners Association, and certain individual officers of Wyndham Vacation Resorts Inc., as
defendants. The lawsuit alleges, under a variety of legal theories, that the defendants violated
their duties to the members of FairShare Plus through self-serving changes to the reservation and
availability policies (including an affiliation with RCI), which diminished the value of the
vacation ownership interests purchased by the members and rendered it more difficult for members to
obtain reservations at their home resort. The complaint does not seek monetary damages in a
specified amount, nor does it specify the form of injunctive or declaratory relief sought.
Plaintiffs filed their motion for class certification on October 18, 2005, and defendants submitted
their opposition on January 18, 2006. On April 26, 2006, the court heard oral argument but did not
rule on the plaintiffs’ motion for class certification. On April 27, 2006, the court denied the
plaintiffs’ motion for class certification. On May 11, 2006, plaintiffs filed with the U.S. Court
of Appeals for the Eleventh Circuit a petition for an interlocutory review of the District Court’s
April 27 order denying class certification. On May 15, 2006, the District Court ordered plaintiffs
to file not later than May 31, 2006, an amended complaint which omits class action allegations. On
or about May 31, 2006, plaintiffs filed an amended complaint omitting the class action allegations.
On June 7, 2006, defendants moved to dismiss the amended complaint for lack of subject matter
jurisdiction. On June 21, 2006, the U.S. Court of Appeals for the Eleventh Circuit denied the
plaintiff’s petition for an interlocutory review of the District Court’s April 27 order. On
July 14th, 2006, the U.S. District Court granted defendants’ motion to dismiss the amended
complaint for lack of subject matter jurisdiction. On August 8th, 2006, plaintiffs filed a notice
of final appeal before the Eleventh Circuit Court of Appeals. Plaintiffs filed their appellate
brief on September 25, 2006. Defendants filed opposition to plaintiffs’ appeal on October 23,
2006. Plaintiffs filed their reply to defendants’ opposition on November 6, 2006. On January 30,
2007, the Eleventh Circuit Court of Appeals affirmed the ruling of the District Court denying class
certification and not permitting plaintiffs to file a second amended complaint to redefine the
proposed class. Plaintiffs did not file a petition for certiorari to the U.S. Supreme Court before
the April 30, 2007 deadline as instructed by the Eleventh Circuit’s decision and therefore the
matter is considered concluded.



     On April 2, 2007, a complaint was filed in the Superior Court of the State of California for
the County of San Mateo against Trendwest Resorts, Inc. and “Doe“s 1-50, as defendants.  The
lawsuit was filed as a purported class action on behalf of two named couples and similarly situated
owners of vacation ownership interests in WorldMark, The Club.  The complaint alleges, under a
variety of legal theories, that the defendants violated their obligations to the members of
WorldMark, The Club through implementation in November 2006 of a program known as TravelShare.
Plaintiffs allege that the implementation of TravelShare diminished the value of the vacation
ownership interests purchased by the plaintiffs and rendered it more difficult for the plaintiffs
to obtain reservations on short notice at WorldMark resorts.  The
complaint seeks, among other things, unspecified monetary damages and a permanent injunction



 









 







against operation of the TravelShare program.  The lawsuit is in its early stages but WRDC
(formerly known as Trendwest Resorts, Inc.) believes it has meritorious defenses and intends to
defend the lawsuit vigorously. On May 1, 2007, defendant WRDC filed an answer to the complaint in
the Superior Court and subsequently removed the action to the United States District Court for the
Northern District of California. Plaintiffs served a motion for leave to file a first amended
complaint on September 14, 2007, together with a draft complaint.  The amended complaint would
name, as additional defendants, current and former members of WorldMark, The Club Board of
Directors that were employed by WRDC or and affiliate. On October 22, 2007, the District Court
granted the plaintiffs’ motion and ordered the plaintiffs to file their amended complaint by
October 26, 2007.




 









 








EXHIBIT A




Forms of Custodial Agreement





 









 








EXHIBIT B




FORM OF ASSIGNMENT OF ADDITIONAL LOANS




     ASSIGNMENT NO. ___OF ADDITIONAL LOANS dated as of ___, by and between WYNDHAM CONSUMER
FINANCE, INC., a Delaware corporation (the “Seller”), WYNDHAM RESORT DEVELOPMENT
CORPORATION, an Oregon corporation, WYNDHAM VACATION RESORTS, INC., a Delaware corporation, KONA
HAWAIIAN VACATION OWNERSHIP, LLC, a Hawaii limited liability company, SHAWNEE DEVELOPMENT, INC., a
Pennsylvania corporation, FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation, EASTERN RESORTS
COMPANY, LLC, a Rhode Island limited liability company, SEA GARDENS BEACH AND TENNIS RESORT, INC.,
a Florida corporation, VACATION BREAK RESORTS, INC., a Florida corporation, VACATION BREAK RESORTS
AT STAR ISLAND, INC., a Florida corporation, PALM VACATION GROUP, a Florida general partnership,
OCEAN RANCH VACATION GROUP, a Florida general partnership, and SIERRA DEPOSIT COMPANY, LLC, a
Delaware limited liability company (the “Purchaser”), pursuant to the Agreement referred to
below.



WITNESSETH:




     WHEREAS, the Seller and the Purchaser are parties to the Master Loan Purchase Agreement dated
as of August 29, 2002 and amended and restated as of October [_], 2007, and the Purchase Agreement
Supplement dated as of August 29, 2002 and amended and restated as of October [_], 2007 (the
“PA Supplement”) (as so supplemented, and as such agreement may have been, or may from time
to time be, further amended, supplemented or otherwise modified, the “Agreement”);



     WHEREAS, pursuant to the Agreement, the Seller wishes to designate Additional Loans (including
Additional Upgrade Balances) to be included as Loans, and the Seller wishes to sell its right,
title and interest in and to the Additional Loans to the Purchaser pursuant to this Assignment and
the Agreement; and



     WHEREAS, the Purchaser wishes to purchase such Additional Loans subject to the terms and
conditions hereof.



     NOW, THEREFORE, the Seller and the Purchaser hereby agree as follows:



     1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed
to them in the Agreement unless otherwise defined herein.



     “Addition Cut-Off Date” shall mean, with respect to the Additional Loans,                     .



     “Addition Date” shall mean, with respect to the Additional Loans,                     .



 









 





     “Additional Loans” shall mean the Additional Loans, as defined in the Agreement, that
are sold hereby and listed on Schedule 1.



     “Additional Transferred Assets” shall have the meaning set forth in Section 3.



     2. Designation of Additional Loans. The Seller delivers herewith a Loan Schedule
containing a true and complete list of the Additional Loans. Such Loan Schedule is incorporated
into and made part of this Assignment, shall be Schedule 1 to this Assignment and shall supplement
Schedule 1 to the Agreement.



     3. Sale of Additional Loans.



     The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser,
without recourse except as provided in the Agreement, all of the Seller’s right, title and interest
in, to and under (i) the Additional Loans as of the close of business on the Addition Cut-Off Date
and all Scheduled Payments, other Collections and other funds received in respect of such
Additional Loans on or after the Addition Cut-Off Date and any other monies due or to become due on
or after the Addition Cut-Off Date in respect of any such Additional Loans, and any security
therefor; (ii) (A) the Timeshare Properties relating to the Timeshare Property Loans and (B) the
Title Clearing Agreements and the FairShare Plus Program (including without limitation the
FairShare Plus Agreement) to the extent that they relate to such Timeshare Properties; (iii) any
Mortgages relating to the Additional Loans; (iv) any Insurance Policies relating to the Additional
Loans; (v) the Loan Files and other Records relating to the Additional Loans; (vi) the Loan
Conveyance Documents relating to the Additional Loans; (vii) all interest, dividends, cash,
instruments, financial assets and other investment property and other property from time to time
received, receivable or otherwise distributed in respect of, or in exchange for, or on account of,
the sale or other disposition of the Additional Transferred Assets, and including all payments
under Insurance Policies (whether or not any of the Seller, the Purchaser, any Originator, the
Master Servicer, the Issuer or the Trustee is the loss payee thereof) or any indemnity, warranty or
guaranty payable by reason of loss or damage to or otherwise with respect to any Additional
Transferred Assets, and any security granted or purported to be granted in respect of any
Additional Transferred Assets; and (viii) all proceeds of any of the foregoing property described
in clauses (i) through (vii) (collectively, the “Additional Transferred Assets”).



     In connection with the foregoing sale and if necessary, the Seller agrees to record and file
one or more financing statements (and continuation statements or other amendments with respect to
such financing statements when applicable) with respect to the Additional Transferred Assets
meeting the requirements of applicable State law in such manner and in such jurisdictions as are
necessary to perfect the sale of the Additional Transferred Assets to the Purchaser, and to deliver
a file-stamped copy of such financing statements and continuation statements (or other amendments)
or other evidence of such filing to the Purchaser.



     In connection with the foregoing sale, the Seller further agrees, on or prior to the date of
this Assignment, to cause the portions of its computer files relating to the Additional Loans sold
on such date to the Purchaser to be clearly and unambiguously marked to indicate that each such
Additional Loan has been sold on such date to the Purchaser pursuant to the Agreement and this
Assignment.



2









 





     It is the express and specific intent of the parties that the transfer of the Additional Loans
and the other Transferred Assets relating thereto from the Seller to the Purchaser as provided is
and shall be construed for all purposes as a true and absolute sale of such Additional Loans and
Transferred Assets, shall be absolute and irrevocable and provide the Purchaser with the full
benefits of ownership of the Additional Loans and related Transferred Assets and will be treated as
such for all federal income tax reporting and all other purposes. Without prejudice to preceding
sentence providing for the absolute transfer of the Seller’s interest in the Additional Loans and
other Transferred Assets to the Purchaser, in order to secure the prompt payment and performance of
all obligations of the Seller to the Purchaser under the Agreement, whether now or hereafter
existing, due or to become due, direct or indirect, or absolute or contingent, the Seller hereby
assigns and grants to the Purchaser a first priority security interest in all of the Seller’s
right, title and interest, whether now owned or hereafter acquired, if any, in, to and under all of
the Additional Loans and the other related Transferred Assets and the proceeds thereof. WVRI,
WRDC, FMB, Kona, SDI, Eastern Resorts, the VB Subsidiaries and the Seller acknowledge that the
Additional Loans and other related Transferred Assets are subject to the Lien of the Indenture and
Servicing Agreement for the benefit of the Collateral Agent on behalf of the Trustee and the
Noteholders.



     4. Acceptance by the Purchaser. The Purchaser hereby acknowledges that, prior to or
simultaneously with the execution and delivery of this Assignment, the Seller delivered to the
Purchaser the Loan Schedule described in Section 2 of this Assignment with respect to all
Additional Loans.



     5. Representations and Warranties of the Seller. The Seller hereby represents and
warrants to the Purchaser on the Addition Date that each representation and warranty to be made by
it on such Addition Date pursuant to the Agreement is true and correct, and that each such
representation and warranty is hereby incorporated herein by reference as though fully set out in
this Assignment.



     6. Ratification of the Agreement. The Agreement is hereby ratified, and all
references to the Agreement shall be deemed from and after the Addition Date to be references to
the Agreement as supplemented and amended by this Assignment. Except as expressly amended hereby,
all the representations, warranties, terms, covenants and conditions of the Agreement shall remain
unamended and shall continue to be, and shall remain, in full force and effect in accordance with
its terms and except as expressly provided herein shall not constitute or be deemed to constitute a
waiver of compliance with or consent to non-compliance with any term or provision of the Agreement.



     7. Counterparts. This Assignment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument.



     8. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PRINCIPLES.



3









 





[The remainder of this page is left blank intentionally.]




4









 





     IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment to be duly executed
by their respective officers as of the day and year first written above.



	 	 	 	 	 
	 	WYNDHAM CONSUMER FINANCE, INC

as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WYNDHAM RESORT DEVELOPMENT CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WYNDHAM VACATION RESORTS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FAIRFIELD MYRTLE BEACH, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EASTERN RESORTS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SEA GARDENS BEACH AND TENNIS RESORT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VACATION BREAK RESORTS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VACATION BREAK RESORTS AT STAR ISLAND, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PALM VACATION GROUP,

by its General Partners:



Vacation Break Resorts at Palm Aire, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Palm Resort Group, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	HAWAIIAN VACATION OWNERSHIP, LLC





By: Fairfield Resorts, Inc.,
        Its Managing Member

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SHAWNEE DEVELOPMENT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OCEAN RANCH VACATION GROUP,

by its General Partners:





Vacation Break at Ocean Ranch, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Ocean Ranch Development, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SIERRA DEPOSIT COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT C




Credit Standard and Collection Policies





 









 








EXHIBIT D




Forms of Loans





 









 








EXHIBIT E




Form of

Lockbox Agreement




[On file at Orrick, Herrington & Sutcliffe LLP.]





 









 








EXHIBIT F




Representations and Warranties of Kona.





     (a) General Representation of Kona. Kona represents and warrants as of the Kona
Addition Date, as of each Closing Date occurring after the Kona Addition Date and as of each
Addition Date occurring after the Kona Addition Date or as of such other date specified in such
representation and warranty that:



     (1) Organization and Good Standing.




     (i) Kona is a limited liability company duly organized and validly existing and in good
standing under the laws of the State of Hawaii and has full power, authority and legal right
to own its properties and conduct its business as such properties are presently owned and
such business is presently conducted, and to execute, deliver and perform its obligations
under the Purchase Agreement, any related PA Supplement to which it is a party, and each of
the Facility Documents to which it is a party. Kona is duly qualified to do business and is
in good standing as a foreign corporation, and has obtained all necessary licenses and
approvals in each jurisdiction in which failure to qualify or to obtain such licenses and
approvals would render any Loan unenforceable by Kona.




     (ii) Kona’s name as set forth in the preamble of this Agreement is its correct legal
name and has not been changed in the past six years. Kona does not utilize any trade name,
assumed name, fictitious name or “doing business name.”



     (2) Due Authorization and No Conflict. The execution, delivery and performance by
Kona of each of the Facility Documents to which it is a party and the consummation by Kona of the
transactions contemplated under the Purchase Agreement and each other Facility Document to which
Kona is a party has been duly authorized by Kona by all necessary company action, does not
contravene (i) Kona’s limited liability company agreement, (ii) any law, rule or regulation
applicable to Kona, (iii) any contractual restriction contained in any material indenture, loan or
credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material
agreement or instrument binding on Kona or (iv) any order, writ, judgment, award, injunction or
decree binding on or affecting Kona or its properties (except where such contravention would not
have a Material Adverse Effect with respect to Kona or its properties), and do not result in or
require the creation of any Lien upon or with respect to any of its properties; and no transaction
contemplated hereby or the Facility Documents requires compliance with any bulk sales act or
similar law. To the extent that this representation is being made with respect to Title I of ERISA
or Section 4975 of the Code, it is made subject to the assumption that none of the assets being
used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan
with respect to which the Seller is a party in interest or disqualified person.



 









 





     (3) Governmental and Other Consents. All approvals, authorizations, consents or
orders of any court or governmental agency or body required in connection with the execution and
delivery by Kona of this Agreement and the consummation by Kona of the transactions contemplated
hereby, the performance by Kona of and the compliance by Kona with the terms hereof and of the
Master Loan Purchase Agreement as amended hereby have been obtained, except where the failure to do
so would not have a Material Adverse Effect with respect to Kona.



     (4) Enforceability of this Agreement. This Agreement and each of the Facility
Documents to which Kona is a party has been duly and validly executed and delivered by Kona and
constitutes the legal, valid and binding obligation of Kona, enforceable against it in accordance
with its respective terms, except as enforceability may be subject to or limited by Debtor Relief
Laws or by general principles of equity (whether considered in a suit at law or in equity).



     (5) No Litigation. There are no proceedings or investigations pending, or to the
knowledge of Kona, threatened, against Kona before any court, regulatory body, administrative
agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this
Agreement or any of the other Facility Documents, (B) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or any of the other Facility Documents, (C) seeking
any determination or ruling that would adversely affect the performance by Kona of its obligations
under this Agreement or any of the Facility Documents to which it is a party, (D) seeking any
determination or ruling that would adversely affect the validity or enforceability of this
Agreement or any of the other Facility Documents or (E) seeking any determination or ruling that
would, if adversely determined, be reasonably likely to have a Material Adverse Effect with respect
to Kona.



     (6) Governmental Regulations. Kona is not (A) an “investment company” registered or
required to be registered under the Investment Company Act of 1940, as amended, or (B) a “public
utility company” or a “holding company,” a “subsidiary company” or an “affiliate” of any public
utility company within the meaning of Section 2(a)(5), 2(a)(7), 2(a)(8) or 2(a)(ii) of the Public
Utility Holding Company Act of 1935, as amended.



     (7) Margin Regulations. Kona is not engaged, principally or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying any
margin stock (as each such term is defined or used in any of Regulations T, U or X of the Board of
Governors of the Federal Reserve System). No part of the proceeds of any of the notes issued by
the Issuer has been used by Kona for so purchasing or carrying margin stock or for any purpose that
violates or would be inconsistent with the provisions of any of Regulations T, U or X of the Board
of Governors of the Federal Reserve System.



     (8) Location of Chief Executive Office and Records. The principal place of business
and chief executive office of Kona and the office where all of its Records are maintained, is
located at Kona Hawaiian Vacation Ownership, LLC, 75 5722 Kuakini Highway, Suite 108, Kailua Kona,
Hawaii 96740. Kona has not changed its principal place of business or chief executive office (or
the office where it maintains all of its Records) during the previous six years.



 









 




At any time after the Kona Addition Date, upon 30 days’ prior written notice to the Trustee as
assignee of the Purchaser and the Issuer, Kona may change its name or may change its type or its
jurisdiction of organization to another jurisdiction within the United States, but only so long as
all action necessary or reasonably requested by the Purchaser to amend the existing financing
statements and to file additional financing statements in all applicable jurisdictions to perfect
the transfer of the Loans and the related Transferred Assets is taken.




     (9) Lockbox Accounts. Except in the case of any Lockbox Account pursuant to which
only Collections in respect of Loans subject to a PAC or Credit Card Account are deposited, Kona
has filed a standing delivery order with the United States Postal Service authorizing each Lockbox
Bank to receive mail delivered to the related Post Office Box. The account numbers of all Lockbox
Accounts, together with the names, addresses, ABA numbers and names of contact persons of all the
Lockbox Banks maintaining such Lockbox Accounts and the related Post Office Boxes, are set forth in
Schedule 4 to the Master Loan Purchase Agreement. From and after the date of the Kona Addition
Date, Kona shall not have any right, title and/or interest in or to any of the Lockbox Accounts or
the Post Office Boxes and will maintain no Lockbox accounts in its own name for the collection of
payments in respect of the Loans. Kona does not have any lockbox or other accounts for the
collection of payments in respect of the Loans other than the Lockbox Accounts.



     (10) Facility Documents. Kona has furnished to the Company true, correct and complete
copies of each Facility Document to which it is a party, each of which is in full force and effect.
Kona is not in default thereunder in any material respect.



     (11) Taxes. Kona has timely filed or caused to be filed all federal, state and local
tax returns required to be filed by it, and has paid or caused to be paid all taxes shown to be due
and payable on such returns or on any assessments received by it, other than any taxes or
assessments the validity of which are being contested in good faith by appropriate proceedings and
has set aside adequate reserves on its books in accordance with GAAP, and which proceedings have
not given rise to any Lien.



     (12) Accounting Treatment. Kona has accounted for the transactions contemplated in
this Agreement and the Facility Documents in accordance with GAAP.



     (13) ERISA There has been no (A) occurrence or expected occurrence of any Reportable
Event with respect to any Benefit Plan subject to Title IV of ERISA of Kona, or any withdrawal
from, or the termination, Reorganization or Plan Insolvency of any Multiemployer Plan or (B)
institution of proceedings or the taking of any other action by Pension Benefit Guaranty
Corporation or by Kona or any such Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Plan Insolvency of, any such Plan.



     (14) No Adverse Selection. No selection procedures materially adverse to the
Purchaser, the Issuer, the Noteholders, the Trustee or the Collateral Agent have been employed by
Kona in selecting the Loans for inclusion in the Loan Pool on any Closing Date or Addition Date.



 









 





     (15) Separate Identity. Kona has observed the applicable legal requirements on its
part for the recognition of the Purchaser as a legal entity separate and apart from the Seller;
provided, however, that Kona makes no representation or warranty in this paragraph with respect to
the Company or the Issuer.