Exhibit 10.1


    
      Exhbit
        10.1

       

      
        

      

      
        

      


      INDENTURE
        AND SERVICING AGREEMENT

       

      


       

      Dated
        as
        of August 11, 2005

       

      by
        and
        among

       

      CENDANT
        TIMESHARE 2005-1 RECEIVABLES FUNDING, LLC,

       

      as
        Issuer

       

      and

       

      CENDANT
        TIMESHARE RESORT GROUP - CONSUMER FINANCE, INC.,

       

      as
        Servicer

       

      and

       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

       

      as
        Trustee

       

      


      and

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION,

       

      as Collateral
        Agent

       

      


      
        
          

        

      

      
        
          

        

      

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        TABLE
          OF CONTENTS

      

      


      
        	 	 	 	
                Page

              


      

      
      

       

      ARTICLE
        I

      DEFINITIONS

      
         

      

      
        	 	
                Section
                  1.1

              	
                Definitions

              	
                4

              
	 	
                Section
                  1.2

              	
                Other
                  Definitional Provisions

              	
                28

              
	 	
                Section
                  1.3

              	
                Intent
                  and Interpretation of Documents

              	
                29

              


      

       

      ARTICLE
        II

      THE
        NOTES

       

      
        	 	
                Section
                  2.1

              	
                Designation

              	
                29

              
	 	
                Section
                  2.2

              	
                Form
                  Generally

              	
                29

              
	 	
                Section
                  2.3

              	
                [Reserved]

              	
                29

              
	 	
                Section
                  2.4

              	
                Determination
                  of LIBOR

              	
                30

              
	 	
                Section
                  2.5

              	
                Execution,
                  Authentication and Delivery

              	
                30

              
	 	
                Section
                  2.6

              	
                Registration;
                  Registration of Transfer and Exchange; Transfer
                  Restrictions

              	
                31

              
	 	
                Section
                  2.7

              	
                Mutilated,
                  Destroyed, Lost or Stolen Notes

              	
                36

              
	 	
                Section
                  2.8

              	
                Persons
                  Deemed Owner

              	
                36

              
	 	
                Section
                  2.9

              	
                Payment
                  of Principal and Interest; Defaulted Interest

              	
                37

              
	 	
                Section
                  2.10

              	
                Cancellation

              	
                38

              
	 	
                Section
                  2.11

              	
                Global
                  Notes

              	
                38

              
	 	
                Section
                  2.13

              	
                Special
                  Transfer Provisions

              	
                41

              
	 	
                Section
                  2.14

              	
                Notices
                  to Clearing Agency

              	
                43

              
	 	
                Section
                  2.15

              	
                Definitive
                  Notes

              	
                43

              
	 	
                Section
                  2.16

              	
                Payments
                  on the Notes

              	
                43

              
	 	
                Section
                  2.17

              	
                [Reserved]

              	
                44

              
	 	
                Section
                  2.18

              	
                Clean-Up
                  Call

              	
                45

              
	 	
                Section
                  2.19

              	
                Authentication
                  Agent

              	
                45

              
	 	
                Section
                  2.20

              	
                Appointment
                  of Paying Agent

              	
                46

              
	 	
                Section
                  2.21

              	
                Confidentiality

              	
                46

              
	 	
                Section
                  2.22

              	
                144A
                  Information

              	
                47

              


      

      


      ARTICLE
        III

      PAYMENTS,
        SECURITY AND ALLOCATIONS

       

      
        	 	
                Section
                  3.1

              	
                Priority
                  of Payments, Rapid Amortization

              	
                47

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

        
           

          TABLE
            OF CONTENTS

          (continued)

          

            
              	 	 	 	
                      Page

                    


            

          

        

        


      

      
        	 	
                Section
                  3.2

              	
                Information
                  Provided to Trustee

              	
                49

              
	 	
                Section
                  3.3

              	
                Payments

              	
                50

              
	 	
                Section
                  3.4

              	
                Collection
                  Account

              	
                50

              
	 	
                Section
                  3.5

              	
                Reserve
                  Account

              	
                51

              
	 	
                Section
                  3.6

              	
                Interest
                  Rate Swap

              	
                52

              
	 	
                Section
                  3.7

              	
                Custody
                  of Permitted Investments and other Collateral

              	
                54

              
	 	
                Section
                  3.8

              	
                The
                  Policy

              	
                55

              


      

      
      

      ARTICLE
        IV

      REPRESENTATIONS
        AND WARRANTIES OF THE ISSUER

      
        	 	
                Section
                  4.1

              	
                Representations
                  and Warranties Regarding the Issuer

              	
                57

              
	 	
                Section
                  4.2

              	
                Representations
                  and Warranties Regarding the Loan Files

              	
                60

              
	 	
                Section
                  4.3

              	
                Rights
                  of Obligors and Release of Loan Files

              	
                60

              


      

      


      ARTICLE
        V

      REPRESENTATIONS
        AND WARRANTIES OF THE ISSUER; ASSIGNMENT OF REPRESENTATIONS AND
        WARRANTIES

      


      
        	 	
                Section
                  5.1

              	
                Representations
                  and Warranties of the Issuer

              	
                61

              
	 	
                Section
                  5.2

              	
                Eligible
                  Loans

              	
                62

              
	 	
                Section
                  5.3

              	
                Assignment
                  of Representations and Warranties

              	
                65

              
	 	
                Section
                  5.4

              	
                Release
                  of Defective Loans

              	
                65

              


      

      


      ARTICLE
        VI

      ADDITIONAL
        COVENANTS OF ISSUER

      


      
        	 	
                Section
                  6.1

              	
                Affirmative
                  Covenants

              	
                67

              
	 	
                Section
                  6.2

              	
                Negative
                  Covenants of the Issuer

              	
                74

              


      

      


      ARTICLE
        VII

      SERVICING
        OF PLEDGED LOANS

      
        	 	
                Section
                  7.1

              	
                Responsibility
                  for Loan Administration

              	
                76

              
	 	
                Section
                  7.2

              	
                Standard
                  of Care

              	
                77

              
	 	
                Section
                  7.3

              	
                Records

              	
                77

              
	 	
                Section
                  7.4

              	
                Loan
                  Schedule

              	
                77

              
	 	
                Section
                  7.5

              	
                Enforcement

              	
                77

              
	 	
                Section
                  7.6

              	
                Trustee
                  and Collateral Agent to Cooperate

              	
                78

              
	 	
                Section
                  7.7

              	
                Other
                  Matters Relating to the Servicer

              	
                78

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
           

          TABLE
            OF CONTENTS

          (continued)

          

            
              	 	 	 	
                      Page

                    


            

          

        

        


      

      
        	 	
                Section
                  7.8

              	
                Servicing
                  Compensation

              	
                79

              
	 	
                Section
                  7.9

              	
                Costs
                  and Expenses

              	
                79

              
	 	
                Section
                  7.10

              	
                Representations
                  and Warranties of the Servicer

              	
                79

              
	 	
                Section
                  7.11

              	
                Additional
                  Covenants of the Servicer

              	
                80

              
	 	
                Section
                  7.12

              	
                Servicer
                  not to Resign

              	
                83

              
	 	
                Section
                  7.13

              	
                Merger
                  or Consolidation of, or Assumption of the Obligations of
                  Servicer

              	
                83

              
	 	
                Section
                  7.14

              	
                Examination
                  of Records

              	
                84

              
	 	
                Section
                  7.15

              	
                Delegation
                  of Duties

              	
                84

              
	 	
                Section
                  7.16

              	
                Servicer
                  Advances

              	
                84

              
	 	
                Section
                  7.17

              	
                Delivery
                  of Monthly Files

              	
                84

              


      

      
      

      ARTICLE
        VIII

      REPORTS

      
        	 	
                Section
                  8.1

              	
                Monthly
                  Servicing Report

              	
                85

              
	 	
                Section
                  8.2

              	
                Other
                  Data

              	
                85

              
	 	
                Section
                  8.3

              	
                Annual
                  Servicer’s Certificate

              	
                85

              
	 	
                Section
                  8.4

              	
                Notices
                  to CTRG-CF

              	
                85

              
	 	
                Section
                  8.5

              	
                Tax
                  Reporting

              	
                85

              


      

      


      ARTICLE
        IX

      LOCKBOX
        ACCOUNTS

      


      
        	 	
                Section
                  9.1

              	
                Lockbox
                  Accounts

              	
                86

              


      

      


      
      

      ARTICLE
        X

      INDEMNITIES

      


      
        	 	
                Section
                  10.1

              	
                Liabilities
                  to Obligors

              	
                86

              
	 	
                Section
                  10.2

              	
                Tax
                  Indemnification

              	
                86

              
	 	
                Section
                  10.3

              	
                Servicer’s
                  Indemnities

              	
                87

              
	 	
                Section
                  10.4

              	
                Operation
                  of Indemnities

              	
                87

              


      

      


      ARTICLE
        XI

      EVENTS
        OF
        DEFAULT

      


      
        	 	
                Section
                  11.1

              	
                Events
                  of Default

              	
                87

              
	 	
                Section
                  11.2

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              	
                89

              
	 	
                Section
                  11.3

                 

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee

                 

              	
                89

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    TABLE
      OF CONTENTS

    (continued)

    

      
        	 	 	 	
                Page

              


      

    

     

    
      	 	
              Section
                11.4

            	
              Trustee
                May File Proofs of Claim

            	
              90

            
	 	
              Section
                11.5

            	
              Remedies

            	
              91

            
	 	
              Section
                11.6

            	
              Optional
                Preservation of Collateral

            	
              92

            
	 	
              Section
                11.7

            	
              Application
                of Monies Collected During Event of Default

            	
              92

            
	 	
              Section
                11.8

            	
              Limitation
                on Suits by Individual Noteholders

            	
              94

            
	 	
              Section
                11.9

            	
              Unconditional
                Rights of Noteholders to Receive Principal and Interest

            	
              94

            
	 	
              Section
                11.10

            	
              Restoration
                of Rights and Remedies

            	
              94

            
	 	
              Section
                11.11

            	
              Waiver
                of Event of Default

            	
              95

            
	 	
              Section
                11.12

            	
              Waiver
                of Stay or Extension Laws

            	
              95

            
	 	
              Section
                11.13

            	
              Sale
                of Collateral

            	
              95

            
	 	
              Section
                11.14

            	
              Action
                on Notes

            	
              96

            
	 	
              Section
                11.15

            	
              Control
                by the Insurer or the Noteholders

            	
              96

            


    

    
    

     

    ARTICLE
      XII

    SERVICER
      DEFAULTS

    


    
      	 	
              Section
                12.1

            	
              Servicer
                Defaults

            	
              96

            
	 	
              Section
                12.2

            	
              Appointment
                of Successor

            	
              98

            
	 	
              Section
                12.3

            	
              Notification
                to Noteholders

            	
              99

            
	 	
              Section
                12.4

            	
              Waiver
                of Past Defaults

            	
              99

            
	 	
              Section
                12.5

            	
              Termination
                of Servicer’s Authority

            	
              99

            
	 	
              Section
                12.6

            	
              Matters
                Related to Successor Servicer

            	
              99

            


    

    


    
    

    ARTICLE
      XIII

    THE
      TRUSTEE; THE COLLATERAL AGENT; THE CUSTODIAN

     

    
      	 	
              Section
                13.1

            	
              Duties
                of Trustee

            	
              100

            
	 	
              Section
                13.2

            	
              Certain
                Matters Affecting the Trustee

            	
              102

            
	 	
              Section
                13.3

            	
              Trustee
                Not Liable for Recitals in Notes or Use of Proceeds of
                Notes

            	
              104

            
	 	
              Section
                13.4

            	
              Trustee
                May Own Notes; Trustee in its Individual Capacity

            	
              104

            
	 	
              Section
                13.5

            	
              Trustee’s
                Fees and Expenses; Indemnification

            	
              104

            
	 	
              Section
                13.6

            	
              Eligibility
                Requirements for Trustee

            	
              105

            
	 	
              Section
                13.7

            	
              Resignation
                or Removal of Trustee

            	
              105

            
	 	
              Section
                13.8

            	
              Successor
                Trustee

            	
              106

            
	 	
              Section
                13.9

            	
              Merger
                or Consolidation of Trustee

            	
              107

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        TABLE
          OF CONTENTS

        (continued)

        

          
            	 	 	 	
                    Page

                  


          

        

      

       

    

    
      	 	
              Section
                13.10

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              107

            
	 	
              Section
                13.11

            	
              Trustee
                May Enforce Claims Without Possession of Notes

            	
              108

            
	 	
              Section
                13.12

            	
              Suits
                for Enforcement

            	
              108

            
	 	
              Section
                13.13

            	
              Rights
                of the Insurer or the Noteholders to Direct the Trustee

            	
              108

            
	 	
              Section
                13.14

            	
              Representations
                and Warranties of the Trustee

            	
              109

            
	 	
              Section
                13.15

            	
              Maintenance
                of Office or Agency

            	
              109

            
	 	
              Section
                13.16

            	
              No
                Assessment

            	
              109

            
	 	
              Section
                13.17

            	
              UCC
                Filings and Title Certificates

            	
              109

            
	 	
              Section
                13.18

            	
              Replacement
                of the Custodian

            	
              110

            


    

    
    

     

    ARTICLE
      XIV

    TERMINATION

    


    
      	 	
              Section
                14.1

            	
              Termination
                of Agreement

            	
              110

            
	 	
              Section
                14.2

            	
              Final
                Payment

            	
              110

            
	 	
              Section
                14.3

            	
              [Reserved]

            	
              110

            
	 	
              Section
                14.4

            	
              Release
                of Collateral

            	
              110

            
	 	
              Section
                14.5

            	
              Release
                of Defaulted Loans

            	
              111

            
	 	
              Section
                14.6

            	
              Release
                Upon Payment in Full

            	
              112

            


    

    
    

     

    ARTICLE
      XV

    MISCELLANEOUS
      PROVISIONS


    


    
      	 	
              Section
                15.1

            	
              Amendment

            	
              113

            
	 	
              Section
                15.2

            	
              Discretion
                with Respect to Derivative Financial Instruments

            	
              115

            
	 	
              Section
                15.3

            	
              Limitation
                on Rights of the Noteholders

            	
              116

            
	 	
              Section
                15.4

            	
              Governing
                Law

            	
              116

            
	 	
              Section
                15.5

            	
              Waiver
                of Jury Trial

            	
              116

            
	 	
              Section
                15.6

            	
              Notices

            	
              116

            
	 	
              Section
                15.7

            	
              Severability
                of Provisions

            	
              119

            
	 	
              Section
                15.8

            	
              Assignment

            	
              199

            
	 	
              Section
                15.9

            	
              Notes
                Non-assessable and Fully Paid

            	
              119

            
	 	
              Section
                15.10

            	
              Further
                Assurances

            	
              119

            
	 	
              Section
                15.11

            	
              No
                Waiver; Cumulative Remedies

            	
              119

            
	 	
              Section
                15.12

            	
              Counterparts

            	
              120

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        TABLE
          OF CONTENTS

        (continued)

        

          
            	 	 	 	
                    Page

                  


          

        

      

      


    

    
      	 	
              Section
                15.13

            	
              Third-Party
                Beneficiaries

            	
              120

            
	 	
              Section
                15.14

            	
              Actions
                by the Noteholders

            	
              120

            
	 	
              Section
                15.15

            	
              Merger
                and Integration

            	
              120

            
	 	
              Section
                15.16

            	
              No
                Bankruptcy Petition

            	
              120

            
	 	
              Section
                15.17

            	
              Headings

            	
              120

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      EXHIBITS

    

    

      
        	 	
                Exhibit
                  A

              	
                Forms
                  of Class A-1 Notes

              	
                A-1-1

              
	 	 	
                Forms
                  of Class A-2 Notes

              	
                A-4-1

              
	 	
                Exhibit
                  B

              	
                Form
                  of Payment and Release Certificate

              	
                B-1

              
	 	
                Exhibit
                  C

              	
                Form
                  of Regulation S Certificate

              	
                C-1-1

              
	 	 	
                Form
                  of Non-U.S. Certificate

              	
                C-2-1

              
	 	
                Exhibit
                  D

              	
                Form
                  of Monthly Servicing Report

              	
                D-1-1

              
	 	 	
                Form
                  of Servicing Officer’s Certificate

              	
                D-2-1

              
	 	
                Exhibit
                  E

              	
                Form
                  of Annual Servicer’s Certificate

              	
                E-1

              
	 	
                Exhibit
                  F

              	
                Form
                  of Lockbox Agreement

              	
                F-1

              
	 	
                Exhibit
                  G

              	
                Form
                  of Supplemental Grant

              	
                G-1

              
	 	
                Exhibit
                  H

              	
                Credit
                  Standards and Collection Policies..

              	
                H-1

              


      

      
      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    
    

    
    

    

      SCHEDULES

       

    

    
      
        	 	
                1.

              	
                Schedule
                  of Trustee’s fees.

              	 
	 	
                2.

              	
                List
                  of Lockbox Banks.

              	 
	 	
                3.

              	
                Schedule
                  for Collateral Agent’s and Custodian’s Fees

              	 


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    


    INDENTURE
      AND SERVICING AGREEMENT

    


    


    THIS
      INDENTURE AND SERVICING AGREEMENT
      dated as
      of August 11, 2005 is by and among CENDANT
      TIMESHARE 2005-1 RECEIVABLES FUNDING, LLC,
      a
      limited liability company organized under the laws of the State of Delaware,
      as
      issuer, CENDANT
      TIMESHARE RESORT GROUP - CONSUMER FINANCE, INC., a
      Delaware corporation, as Servicer, WELLS
      FARGO BANK, NATIONAL ASSOCIATION,
      a
      national banking association, as trustee and WACHOVIA
      BANK, NATIONAL ASSOCIATION,
      a
      national banking association, as collateral agent. This Indenture may be
      supplemented and amended from time to time in accordance with Article XV
      hereof.

    


     

    RECITALS

     

    The
      Issuer has duly authorized the execution and delivery of this Indenture to
      provide for the issuance of its loan backed notes as provided
      herein.

     

    All
      covenants and agreements made by the Issuer herein are for the benefit and
      security of the Trustee, acting on behalf of the Noteholders, the Insurer and
      the Swap Counterparty.

    


    The
      Issuer is entering into this Indenture, and the Trustee is accepting the trusts
      created hereby, for good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged. All things necessary have been done to make
      the Notes, when executed by the Issuer and authenticated and delivered by the
      Trustee as provided herein, the valid obligations of the Issuer and to make
      this
      Indenture a valid agreement of the Issuer, enforceable in accordance with its
      terms.

    


    NOW
      THEREFORE, in consideration of the mutual agreements herein contained, each
      party agrees as follows for the benefit of the other parties and for the benefit
      of the Noteholders, the Insurer and the Swap Counterparty.

    


    


    GRANTING
      CLAUSES

     

    The
      Issuer hereby Grants to the Collateral Agent, for the benefit and security
      of
      the Trustee, acting on behalf of the Noteholders, the Insurer and the Swap
      Counterparty, all of the Issuer’s right, title and interest, whether now owned
      or hereafter acquired, in, to and under the following:

     

    
      	(a)  	
              all
                Pledged Loans and all Collections, together with all other Pledged
                Assets;

            


    

     

    
      	(b)  	
              the
                Collection Account and all money, investment property, instruments
                and
                other property credited to, carried in or deposited in the Collection
                Account;

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	(c)  	
              all
                money, investment property, instruments and other property credited
                to,
                carried in or deposited in a Lockbox Account or any other bank or
                similar
                account into which Collections are deposited, to the extent such
                money,
                investment property, instruments and other property constitutes
                Collections;

            


    

     

    
      	(d)  	
              the
                Reserve Account and all money, investment property, instruments and
                other
                property credited to, carried in or deposited in the Reserve
                Account;

            


    

     

    
      	(e)  	
              the
                Interest Rate Swap;

            


    

     

    
      	(f)  	
              all
                rights, remedies, powers, privileges and claims of the Issuer under
                or
                with respect to the Term Purchase Agreement, the Sale and Assignment
                Agreement, the First Guaranty Agreement, the Performance Guaranty
                and the
                Master Loan Purchase Agreements, including, without limitation, all
                rights
                of the Issuer to enforce all payment obligations of the Depositor,
                Cendant
                2002 and each Seller and all rights to collect all monies due and
                to
                become due to the Issuer from the Depositor, Cendant 2002 or any
                Seller
                under or in connection with the Term Purchase Agreement, the Sale
                and
                Assignment Agreement, the First Guaranty Agreement, the Performance
                Guaranty or the Master Loan Purchase Agreements (including without
                limitation all interest and finance charges for late payments and
                proceeds
                of any liquidation or sale of Pledged Loans or resale of Timeshare
                Properties or Vacation Credits and all other Collections on the Pledged
                Loans) and all other rights of the Issuer to enforce the Term Purchase
                Agreement, the Sale and Assignment Agreement, the First Guaranty
                Agreement, the Performance Guaranty and the Master Loan Purchase
                Agreements;

            


    

     

    
      	(g)  	
              all
                Assigned Rights with respect to the Pledged Loans and the Pledged
                Assets
                including, without limitation, all rights to enforce payment obligations
                of the Depositor, Cendant 2002 and each Seller and all rights to
                collect
                all monies due and to become due to the Issuer from the Depositor,
                Cendant
                2002 or any Seller under or in connection with the Pledged Loans
                (including without limitation all interest and finance charges for
                late
                payments accrued thereon and proceeds of any liquidation or sale
                of
                Pledged Loans or resale of Timeshare Properties or Vacation Credits
                and
                all other Collections on the Pledged
                Loans);

            


    

     

    
      	(h)  	
              all
                certificates and instruments, if any, from time to time representing
                or
                evidencing any of the foregoing property described in clauses (a)
                through
                (g) above;

            


    

     

    
      	(i)  	
              all
                present and future claims, demands, causes of and choses in action
                in
                respect of any of the foregoing and all interest, principal, payments
                and
                distributions of any nature or type on any of the
                foregoing;

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	(j)  	
              all
                accounts, chattel paper, deposit accounts, documents, general intangibles,
                goods, instruments, investment property, letter-of-credit rights,
                letters
                of credit, money, and oil, gas and other minerals, consisting of,
                arising
                from, or relating to, any of the foregoing;


            


    

     

    
      	(k)  	
              all
                proceeds of the foregoing property described in clauses (a) through
                (j)
                above, any security therefor, and 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, condemnation
                or other disposition of, any or all of the then existing Collateral,
                and
                including all payments under insurance policies (whether or not a
                Seller
                or an Originator, the Depositor, Cendant 2002, the Issuer, the Collateral
                Agent 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 of the Collateral;
                and

            


    

     

    
      	(l)  	
              all
                proceeds of the foregoing.

            


    

     

    The
      property described in the preceding sentence is collectively referred to as
      the
“Collateral.”
The
      Grant of the Collateral to the Collateral Agent is for the benefit of the
      Trustee to secure the Notes equally and ratably without prejudice, priority
      or
      distinction among any Notes by reason of difference in time of issuance or
      otherwise, except as otherwise expressly provided in this Indenture and to
      secure (i) the payment of all amounts due on the Notes in accordance with their
      respective terms, (ii) the payment of all other sums payable by the Issuer
      under
      this Indenture, the Notes and the Insurance Agreement and (iii) compliance
      by
      the Issuer with the provisions of this Indenture, the Notes and the Insurance
      Agreement. This Indenture is a security agreement within the meaning of the
      UCC.

     

    The
      Collateral Agent and the Trustee acknowledge the Grant of the Collateral, and
      the Collateral Agent accepts the Collateral in trust hereunder in accordance
      with the provisions hereof and agrees to perform the duties herein to the end
      that the interests of the Noteholders and the Insurer may be adequately and
      effectively protected.

     

    The
      Trustee and the Collateral Agent each acknowledges that it has entered into
      the
      Collateral Agency Agreement pursuant to which the Collateral Agent acts as
      agent
      for the benefit of the Trustee for the purpose of maintaining a security
      interest in the Collateral. The Trustee and the Noteholders are bound by the
      terms of the Collateral Agency Agreement by the Trustee’s execution thereof on
      their behalf.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.1  Definitions

     

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

     

    “Account”
shall
      mean the Collection Account or the Reserve Account and “Accounts”
shall
      mean the Collection Account and the Reserve Account.

     

    “Accrued
      Interest”
shall
      mean, with respect to each Class of Notes, an amount equal to the sum of
      (i) the interest accrued during the related Interest Accrual Period at the
      applicable Note Interest Rate on the Principal Amount of such Class of Notes
      as
      of the immediately preceding Payment Date (or, in the case of the initial
      Payment Date, the Principal Amount as of the Closing Date) and (ii) any
      amounts payable pursuant to clause (i) above for such Class of Notes from all
      prior Payment Dates remaining unpaid, if any, plus, to the extent permitted
      by
      law, interest thereon for each Interest Accrual Period for such Class of Notes
      at the applicable Note Interest Rate.

     

    “Administrative
      Services Agreement”
shall
      mean either the Administrative Services Agreement dated as of August 29, 2002
      by
      and between the Depositor and the Administrator or the Administrative Services
      Agreement dated as of July 28, 2005 by and between the Issuer and the
      Administrator, as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with the terms of the respective
      agreements.

     

    “Administrator”
shall
      mean, with respect to the Administrative Services Agreements, CTRG-CF, as
      administrator with respect to the Depositor and the Issuer, respectively, or
      any
      other entity which becomes the Administrator under the terms of the applicable
      Administrative Services Agreement.

     

    “Affiliate”
shall
      mean, when used with respect to any Person, any other Person directly or
      indirectly controlling, controlled by or under common control with such Person,
      and “control” means 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.

     

    “Aggregate
      Default Rate”
shall
      mean as of any Determination Date, a percentage obtained by dividing
      (i) the sum of the outstanding principal balance of each Pledged Loan (each
      such principal balance determined as of the day immediately preceding the date
      on which such Pledged Loan became a Defaulted Loan) that became a Defaulted
      Loan
      during the period commencing with the Cut-Off Date and ending at the end of
      the
      prior Due Period by (ii) the Aggregate Loan Balance as of the Cut-Off
      Date.

     

    “Aggregate
      Loan Balance”
shall
      mean, as of any time, the sum of the outstanding principal balances due under
      or
      in respect of all Pledged Loans, excluding Defaulted Loans.

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Aggregate
      Principal Amount”
shall
      mean the sum of the Principal Amounts for all Classes of Notes.

     

    “Agreement”
shall
      mean this Indenture and Servicing Agreement as the same may be amended,
      supplemented, restated or otherwise modified from time to time in accordance
      with its terms.

     

    “Assigned
      Rights”
shall
      mean all rights of the Depositor with respect to the Pledged Loans and related
      Transferred Assets including, but not limited to, the right to sell Defective
      Loans to the Sellers or to cause the Sellers to purchase Defective Loans from
      the Issuer.

     

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

     

    “Authentication
      Agent”
shall
      mean a Person designated by the Trustee to authenticate Notes on behalf of
      the
      Trustee.

     

    “Authorized
      Officer”
shall
      mean, with respect to the Issuer, any officer who is authorized to act for
      the
      Issuer in matters relating to the Issuer, and with respect to the Trustee or
      any
      other bank or trust company acting as trustee of an express trust or as
      custodian or authenticating agent, a Responsible Officer. Each party may receive
      and accept a certification of the authority of any other party as conclusive
      evidence of the authority of any person to act, and such certification may
      be
      considered as in full force and effect until receipt by such other party of
      written notice to the contrary.

     

    “Available
      Funds”
for
      any
      Payment Date shall mean an amount equal to the sum of (i) all payments
      (including prepayments) of principal, interest and fees (which, for the sake
      of
      clarity, excludes maintenance fees assessed with respect to POAs) collected
      from
      or on behalf of the Obligors during the related Due Period on the Pledged Loans;
      (ii) any Servicer Advances made on or prior to the Payment Date with
      respect to payments due from the Obligors on the Pledged Loans during the
      related Due Period; (iii) all amounts received during the related Due Period
      as
      the Release Price paid to the Trustee for the release from the Lien of this
      Indenture securing the Notes of any Pledged Loan that has become a Defaulted
      Loan; (iv) all Net Liquidation Proceeds from the disposition of Pledged Assets
      securing Defaulted Loans received during the related Due Period; (v) the
      amounts received during the related Due Period by the Trustee as the Release
      Price in connection with the release of a Defective Loan; (vi) all other
      proceeds of the Collateral received by the Trustee or the Servicer during the
      related Due Period; (vii) the amount in excess of the Reserve Required Amount,
      if any, withdrawn from the Reserve Account in accordance with subsection 3.5(c)
      of this Indenture and deposited in the Collection Account on such Payment Date;
      and (viii) all amounts received by the Issuer under the Interest Rate Swap
      in
      connection with such Payment Date.

     

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

     

    “Bankruptcy
      Trustee”
shall
      have the meaning assigned to that term in the Insurance Policy.

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

     

    “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, Chicago, Illinois,
      Charlotte, North Carolina or the city in which the Corporate Trust Office of
      the
      Trustee is located, are authorized or obligated by law or executive order to
      be
      closed.

     

    “Calculation
      Date”
shall
      mean the close of business on the last Business Day of the related Due
      Period.

     

    “Cash
      Accumulation Event”
shall
      mean the occurrence of any of the following events:

     

    (i) on
      any
      Determination Date, the average of the Delinquency Ratios for the three
      immediately preceding Due Periods is greater than 5.0%; 

     

    (ii) on
      any
      Determination Date, the average of the Default Percentages for the four
      immediately preceding Due Periods is greater than the applicable Default
      Percentage Threshold; or

     

    (iii) on
      any
      Determination Date, the Aggregate Default Rate is greater than 23%.

     

    A
      Cash
      Accumulation Event described in (i) above shall continue until the average
      of
      the Delinquency Ratios for the three immediately preceding Due Periods is equal
      to or less than 5.0% for three consecutive Determination Dates. A Cash
      Accumulation Event described in clause (ii) above shall continue until the
      average of the Default Percentages for the four immediately preceding Due
      Periods is equal to or less than the applicable Default Percentage Threshold
      for
      three consecutive Determination Dates. A Cash Accumulation Event described
      in
      clause (iii) above will continue until the Notes have been paid in
      full.

     

    “Cendant”
shall
      mean Cendant Corporation or any successor thereof.

     

    “Cendant
      2002”
shall
      mean Cendant Timeshare Conduit Receivables Funding, LLC, a Delaware limited
      liability company formerly known as Sierra Receivables Funding Company,
      LLC.

     

    “Cendant
      2002 Trustee”
shall
      mean the trustee under the terms of the Master Indenture and Servicing Agreement
      dated as of August 29, 2002 and the Series 2002-1 supplement thereto, each
      of
      which is among Wachovia Bank, National Association, as Trustee and Collateral
      Agent, CTRG-CF and Cendant 2002.

     

    “Cendant
      2004-1”
shall
      mean Cendant Timeshare 2004-1 Receivables Funding, LLC, a Delaware limited
      liability company.

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    “Cendant
      2004-1 Trustee”
shall
      mean the trustee under the terms of the Indenture and Servicng Agreement dated
      as of May 27, 2004 among Wachovia Bank, National Association or any successor
      trustee, CTRG-CF and Cendant 2004-1.

     

    “Certificate
      of Authentication”
shall
      have the meaning set forth in Section 2.2.

     

    “Class”
shall
      mean the Class A-1 Notes or the Class A-2 Notes.

     

    “Class
      A-1 Notes”
shall
      mean any of the $300,000,000 4.67% Vacation Timeshare Loan Backed Notes, Series
      2005-1, Class A-1, due 2017.

     

    “Class
      A-2 Notes”
shall
      mean any of the $225,000,000 Floating Rate Vacation Timeshare Loan Backed Notes,
      Series 2005-1, Class A-2, due 2017.

     

    “Class
      Percentages”
shall
      mean for each Class, at any time, the percentage equivalent of a fraction the
      numerator of which is the Principal Amount of such Class and the denominator
      of
      which is the Aggregate Principal Amount of all Classes.

     

    “Clearing
      Agency”
shall
      mean an organization registered as a “clearing agency” pursuant to Section 17A
      of the Exchange Act.

     

    “Clearing
      Agency Custodian”
shall
      mean the entity maintaining possession of the Global Notes for the Clearing
      Agency.

     

    “Clearing
      Agency Participant”
means
      a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time a Clearing Agency effects book-entry transfers and pledges of
      securities deposited with the Clearing Agency.

     

    “Clearstream”
shall
      mean Clearstream, Luxembourg, société anonyme, a professional depository
      incorporated under the laws of Luxembourg, and its successors.

     

    “Closing
      Date”
shall
      mean August 11, 2005.

     

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

     

    “Collateral”
shall
      have the meaning specified in the Granting Clause of this
      Indenture.

     

    “Collateral
      Agency Agreement”
shall
      mean the Collateral Agency Agreement dated as of January 15, 1998 by and
      between Fleet National Bank as predecessor Collateral Agent, Fleet Securities,
      Inc. as deal agent and the secured parties named therein, as subsequently
      amended, including as amended by the Ninth Amendment to the Collateral Agency
      Agreement dated as of August 11, 2005 and all prior amendments, by and among
      the
      Collateral Agent, the Trustee and other secured parties, as such Collateral
      Agency Agreement may be amended, supplemented or otherwise modified from time
      to
      time in accordance with its terms.

     

    “Collateral
      Agent”
shall
      mean Wachovia Bank, National Association in its capacity as collateral agent
      under this Indenture and the Collateral Agency Agreement or any successor
      collateral agent appointed under the Collateral Agency Agreement.

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      “Collection
        Account”
shall
        mean the account described in Section 3.4 hereof and established for the
        deposit
        of Collections and other amounts as provided in this Indenture.

       

    

    “Collections”
shall
      mean, with respect to any Pledged Loan, all funds, cash collections and other
      cash proceeds of such Pledged Loan paid by or on behalf of the Obligor after
      the
      Cut-Off Date, 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 Servicer in respect of such Pledged
      Loan, (ii) all amounts received by the Issuer, the Servicer or the Trustee
      in
      respect of any Insurance Proceeds relating to such Pledged Loan or the related
      Timeshare Property and (iii) all amounts received by the Issuer, the Servicer
      or
      the Trustee in respect of any proceeds of a condemnation of property in any
      Resort, which proceeds relate to such Pledged Loan or the related Timeshare
      Property.

     

    “Control
      Party”
shall
      mean, (a) unless an Insurer Default has occurred and is continuing, the Insurer
      and (b) during the continuation of an Insurer Default, Noteholders representing
      66 2/3% of the Aggregate Principal Amount of the Notes.

     

    “Corporate
      Trust Office”
shall
      mean the office of the Trustee at which at any particular time its corporate
      trust business is administered, which office at the date of the execution of
      this Indenture is located at Sixth & Marquette, MAC N9311-161, Minneapolis,
      MN 55479, Attention: Corporate Trust Services - Asset-Backed
      Administration.

     

    “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 individual credit standards established by FRI and Trendwest and the
      collection policies established by CTRG-CF, attached hereto as Exhibit H and
      as
      amended from time to time in accordance with the restrictions of this
      Indenture.

     

    “CTRG-CF”
shall
      mean Cendant Timeshare Resort Group - Consumer Finance, Inc., a Delaware
      corporation formerly known as Fairfield Acceptance Corporation - Nevada,
      domiciled in Nevada and a wholly-owned subsidiary of FRI.

     

    “Custodial
      Agreement”
shall
      mean the Fifth Amended and Restated Custodial Agreement dated as of August
      11,
      2005 by and among the Issuer, Cendant 2002, Sierra 2003-1, Sierra 2003-2, the
      Depositor, CTRG-CF, Trendwest, Wachovia Bank, National Association, as
      Custodian, the Trustee and the Collateral Agent, the Cendant 2002 Trustee,
      the
      Sierra 2003-1 Trustee, the Sierra 2003-2 Trustee, the Cendant 2004-1 Trustee,
      and the Cendent 2005-1 Trustee, as the same may be further amended, supplemented
      or otherwise modified from time to time hereafter in accordance with its
      terms.

     

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

     

    “Customary
      Practices”
shall,
      with respect to the servicing and administration of any Pledged Loans, have
      the
      meaning assigned to that term in the Purchase Agreement under which such Loan
      was transferred from the Seller to the Depositor.

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    “Cut-Off
      Date”
shall
      mean, with respect to the Pledged Loans, the close of business on June 30,
      2005.

     

    “Debt”
of
      any
      Person shall mean (a) indebtedness of such Person for borrowed money, (b)
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments, (c) obligations of such Person to pay the deferred purchase
      price of property or services, (d) obligations of such Person as lessee under
      leases which have been or should be, in accordance with GAAP, recorded as
      capital leases, (e) obligations secured by any lien, security interest or
      other charge upon property or assets owned by such Person, even though such
      Person has not assumed or become liable for the payment of such obligations,
      (f)
      obligations of such Person under direct or indirect guaranties in respect of,
      and obligations (contingent or otherwise) to purchase or otherwise acquire,
      or
      otherwise to assure a creditor against loss in respect of, indebtedness or
      obligations of others of the kinds referred to in clauses (a) through (e) above,
      and (g) liabilities of such Person in respect of unfunded vested benefits under
      Benefit Plans covered by Title IV of ERISA.

     

    “Debtor
      Relief Laws”
shall
      mean the Bankruptcy Code and all other applicable liquidation, conservatorship,
      bankruptcy, moratorium, arrangement, 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 Pledged Loan (a) for which any portion of a Scheduled Payment is
      delinquent more than 119 days, (b) with respect to which the Servicer shall
      have
      determined in good faith that the related Obligor will not resume making
      Scheduled Payments, (c) for which the related Obligor shall have become the
      subject of a proceeding under a Debtor Relief Law or (d) for which cancellation
      or foreclosure actions have been commenced.

     

    “Default
      Percentage”
shall
      mean, for any Due Period, the percentage equivalent of a fraction the numerator
      of which is the sum of the outstanding principal balance of each Pledged Loan
      (each such principal balance determined as of the day immediately preceding
      the
      date on which such Pledged Loan became a Defaulted Loan) that became a Defaulted
      Loan during such Due Period, and the denominator of which is the Aggregate
      Loan
      Balance as of the last day of such Due Period.

     

    “Default
      Percentage Threshold”
shall
      mean, for any Determination Date, 1.00%.

     

    “Defective
      Loan”
shall
      mean any Pledged Loan with an uncured material breach (with all breaches that
      give rise to actual recission being deemed material on a Pledged Loan by Pledged
      Loan basis) of any representation or warranty of the Issuer set forth in Section
      5.2 of this Indenture.

     

    “Definitive
      Notes”
shall
      have the meaning set forth in Section 2.11.

     

    “Delinquency
      Ratio”
shall
      mean, for any Due Period, a fraction the numerator of which is the sum of the
      outstanding principal balance of each Pledged Loan (each such principal balance
      determined as of the last day of such Due Period) which is a Delinquent Loan
      as
      of the last day of such Due Period and the denominator of which is the Aggregate
      Loan Balance as of the last day of such Due Period.

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    “Delinquent
      Loan”
shall
      mean a Pledged Loan for which all or a portion of the Scheduled Payments are
      more than 60 days delinquent, other than a Pledged Loan that is a Defaulted
      Loan.

     

    “Depositor”
shall
      mean Sierra Deposit Company, LLC, a Delaware limited liability
      company.

     

    “Depository
      Agreement”
shall
      mean the agreement among the Issuer, the Trustee and The Depository Trust
      Company.

     

    “Determination
      Date”
shall
      mean, with respect to any Payment Date, the fifth Business Day preceding such
      Payment Date.

     

    “Distribution
      Compliance Period”
shall
      have the meaning specified in Rule 902 of Regulation S under the Securities
      Act.

     

    “Due
      Period”
shall
      mean, for the Payment Date occurring in September 2005, the two full calendar
      months preceding such Payment Date, and for each other Payment Date, the
      immediately preceding calendar month.

     

    “DWAC”
shall
      have the meaning set forth in subsection 2.13(a).

     

    “Eligible
      Account”
means
      either (a) a segregated account (including a securities account) with an
      Eligible Institution or (b) a segregated trust account with the corporate trust
      department of a depository institution organized under the laws of the United
      States of America or any one of the states thereof or the District of Columbia
      (or any domestic branch of a foreign bank), having corporate trust powers and
      acting as trustee for funds deposited in such account, so long as any of the
      securities of such depository institution shall have a credit rating from each
      Rating Agency in one of its generic rating categories which signifies investment
      grade.

     

    “Eligible
      Loan”
shall
      have the meaning assigned to that term in Section 5.2.

     

    “Eligible
      Institution”
shall
      mean any depository institution the short term unsecured senior indebtedness
      of
      which is rated at least “Fl” by Fitch, “A-l” by S&P or “P-l” by Moody’s, and
      the long term unsecured indebtedness of which is rated at least “A” by Fitch,
“A” by S&P or “A-2” by Moody’s.

     

    “Equity
      Percentage”
shall
      mean, with respect to a Loan, the percentage equivalent of a fraction the
      numerator of which is the excess of (A) the Timeshare Price of the related
      Timeshare Property relating to the 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 in clause (A) above for purposes of calculating
      the numerator of such fraction.

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    “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 Code) as such Person; or (ii) a trade or business (whether or not
      incorporated) under common control (within the meaning of Section 414(c) of
      the
      Code) with such Person.

     

    “Euroclear
      Operator”
shall
      mean Euroclear Bank S.A./N.V., as operator of the Euroclear System, and its
      successor and assigns in such capacity.

     

    “Euroclear
      Participants”
shall
      mean the participants of the Euroclear System, for which the Euroclear System
      holds securities.

     

    “Event
      of Default”
shall
      mean the events designated as Events of Default under Section 11.1 of this
      Indenture.

     

    “Exchange
      Act”
shall
      mean the U. S. Securities Exchange Act of 1934, as amended.

     

    “Exchange
      Date”
shall
      have the meaning specified in subsection 2.9(d).

     

    “Extra
      Principal Distribution Amount,”
shall
      mean, on any Payment Date, the lesser of (i) the amount by which Available
      Funds exceeds the amount required to be distributed on such Payment Date
      pursuant to clauses FIRST through NINTH, inclusive, of the Priority of Payments
      and (ii) the Overcollateralization Deficiency Amount on such Payment
      Date.

     

    “Fairfield
      Loan”
shall
      mean a Pledged Loan which was sold to the Depositor under the Fairfield Master
      Loan Purchase Agreement.

     

    “Fairfield
      Master Loan Purchase Agreement”
shall
      mean the Master Loan Purchase Agreement dated as of August 29, 2002, as amended
      from time to time, by and between CTRG-CF (formerly known as Fairfield
      Acceptance Corporation - Nevada), as Seller and the Depositor, as Purchaser
      and
      FRI, Fairfield Myrtle Beach, Inc., Sea Gardens Beach and Tennis Resort, Inc.,
      Vacation Break Resorts, Inc., Vacation Break Resorts at Star Island, Inc.,
      Palm
      Vacation Group, Ocean Ranch Vacation Group, and Kona Hawaiian Vacation
      Ownership, LLC, together with the Series 2002-1 Supplement thereto also dated
      as
      of August 29, 2002, as amended from time to time and the Series 2005-1
      Supplement thereto, dated as of August 11, 2005, as amended from time to
      time.

     

    “Fairfield
      Originator”
shall
      mean FRI, Fairfield Myrtle Beach, Inc., Kona Hawaiian Vacation Ownership, LLC,
      Sea Gardens Beach and Tennis Resort, Inc., Vacation Break Resorts, Inc.,
      Vacation Break Resorts at Star Island, Inc., Palm Vacation Group, Ocean Ranch
      Vacation Group, or any other Subsidiary of Cendant (other than Trendwest) that
      originates Loans in accordance with the Credit Standards and Collection Policies
      for sale to CTRG-CF.

     

    “Fairfield
      Resort”
shall
      mean a resort developed by FRI or its subsidiaries or in which FRI or its
      subsidiaries sell Timeshare Properties.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    “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 FRI, and certain of
      its
      subsidiaries and third party developers, as the same may be further amended,
      supplemented or otherwise modified from time to time hereafter in accordance
      with its terms. 

     

    “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.

     

    “Financing
      Statements”
shall
      mean, collectively, the UCC financing statements and the amendments thereto
      to
      be authorized and delivered in connection with any of the transactions
      contemplated hereby or any of the other Transaction Documents.

     

    “First
      Guaranty Agreement”
shall
      mean that Performance Guaranty dated as of August 29, 2002 made by Cendant
      in favor of the Depositor, Cendant 2002 and the Cendant 2002 Trustee, as amended
      from time to time.

     

    “Fitch”
shall
      mean Fitch, Inc. or any successor thereto.

     

    “Fixed
      Amount”
shall
      mean, for any Payment Date, an amount equal to the fixed amount payable by
      the
      Issuer to the Swap Counterparty for such date pursuant to the Interest Rate
      Swap.

     

    “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.

     

    “Floating
      Amount”
shall
      mean, for any Payment Date an amount equal to the floating amount payable by
      the
      Swap Counterparty to the Issuer for such date pursuant to the Interest Rate
      Swap.

     

    “FMB”
shall
      mean Fairfield Myrtle Beach, Inc., a Delaware corporation.

     

    “Foreign
      Clearing Agency”
shall
      mean Clearstream and the Euroclear Operator.

     

    “FRI”
shall
      mean Fairfield Resorts, Inc., a Delaware corporation.

     

    “Fractional
      Interest”
shall
      mean a fractional 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.

     

    “Global
      Notes”
shall
      mean the Rule 144A Global Note and the Regulation S Global Note.

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    “Grant”
shall
      mean, as to any asset or property, to pledge, assign and grant a security
      interest in such asset or property. A Grant of any item of Collateral shall
      include all rights, powers and options of the Granting party thereunder or
      with
      respect thereto, including without limitation the immediate and continuing
      right
      to claim, collect, receive and give receipt for principal, interest and other
      payments in respect of such item of Collateral, principal and interest payments
      and receipts in respect of the Permitted Investments, Insurance Proceeds,
      purchase prices and all other monies payable thereunder and all income,
      proceeds, products, rents and profits thereof, to give and receive notices
      and
      other communications, to make waivers or other agreements, to exercise all
      such
      rights and options, to bring Proceedings in the name of the Granting party
      or
      otherwise, and generally to do and receive anything which the Granting party
      is
      or may be entitled to do or receive thereunder or with respect
      thereto.

     

    “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.

     

    “Indenture”
shall
      mean this Agreement.

     

    “Independent
      Director”
shall
      have the meaning assigned to the term in subsection 6.1(m).

     

    “Initial
      Principal Amount”
shall
      mean the aggregate amount of $525,000,000 of the Notes composed of the initial
      principal amounts of $300,000,000 of the Class A-1 Notes and $225,000,000 of
      the
      Class A-2 Notes at the time such Notes were issued.

     

    “Initial
      Purchasers”
shall
      mean Credit Suisse First Boston LLC, Greenwich Capital Markets, Inc., Citigroup
      Global Markets Inc., JPMorgan Securities Inc. and Daiwa Securities SMBC Europe
      Limited.

     

    “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
      Debtor Relief Law, or the filing of a petition against such Person in an
      involuntary case under any Debtor Relief Law, 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 Debtor Relief Law,
      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, conservator, 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.

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    “Installment
      Contract”
shall
      mean an installment sale contract as defined in the applicable Purchase
      Agreement.

     

    “Insurance
      Agreement”
shall
      mean the Insurance and Indemnity Agreement dated as of August 11, 2005 by and
      among the Insurer, the Issuer, the Servicer, the Depositor, the Sellers, Cendant
      2002, the Performance Guarantor and the Trustee, as the same may be further
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms.

     

    “Insurance
      Policy”
shall
      mean the Financial
      Guaranty Insurance Policy,
      policy
      number 05030076, issued by the Insurer in favor of the Trustee for the benefit
      of the Noteholders, which policy has an effective date of August 11,
      2005.

     

    “Insurance
      Proceeds”
shall
      have the meaning assigned to that term in the applicable Purchase
      Agreement.

     

    “Insured
      Amount”
has
      the
      meaning given to such term in the Insurance Policy.

     

    “Insurer”
shall
      mean Financial Guaranty Insurance Company, a New York stock insurance
      company.

     

    “Insurer
      Default”
shall
      mean (i) the occurrence of an Insolvency Event with respect to the Insurer,
      or
      (ii) the failure of the Insurer to make a payment as and when due under the
      Insurance Policy.

     

    “Interest
      Accrual Period”
shall
      mean, with respect to the Notes for any Payment Date, the period beginning
      on
      and including the immediately preceding Payment Date and ending on and excluding
      such Payment Date, except that the first Interest Accrual Period will begin
      on
      and include August 11, 2005 and end on and exclude the September 2005 Payment
      Date.

     

    “Interest
      Rate Swap”
shall
      mean the ISDA Master Agreement, together with the Schedule thereto and the
      “Confirmation For U.S. Dollar Interest Rate Swap Transaction Under 1992 Master
      Agreement,” each dated as of August 2, 2005 between the Issuer and the Swap
      Counterparty, as such Interest Rate Swap may be amended, modified or
      replaced.

     

    “Investment
      Company Act”
shall
      mean the U.S. Investment Company Act of 1940, as amended.

     

    “Issuer”
shall
      mean Cendant Timeshare 2005-1 Receivables Funding, LLC, a Delaware limited
      liability company and its successors and assigns.

     

    “Issuer
      Order”
shall
      mean a written order or request dated and signed in the name of the Issuer
      by an
      Authorized Officer of the Issuer.

     

    “Kona
      Loans”
shall
      mean Loans which were acquired by FRI from Kona Hawaiian Vacation Ownership,
      LLC.

     

    “LIBOR”
shall
      mean, for any Interest Accrual Period, the London interbank offered rate for
      one-month United States dollar deposits determined by the Trustee on the
      LIBOR  

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    Determination
      Date for such Interest Accrual Period
      in accordance with the provisions of Section 2.4.

     

    “LIBOR
      Determination Date”
shall
      mean, with respect to each Interest Accrual Period, the second London Business
      Day immediately preceding the first day of such Interest Accrual
      Period.

     

    “Lien”
shall
      mean any mortgage, security interest, 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.

     

    “LLC
      Agreement”
shall
      mean the Limited Liability Company Agreement of Cendant Timeshare 2005-1
      Receivables Funding, LLC dated as of July 15, 2005 as amended, supplemented,
      restated or otherwise modified from time to time in accordance with its
      terms.

     

    “Loan”
shall
      mean each loan, installment contract, contract for deed or contract or note
      secured by a mortgage, deed of trust, vendor’s lien or retention of title
      originated or acquired by a Seller and relating to the sale of one or more
      Timeshare Properties.

     

    “Loan
      Balance”
shall
      mean the outstanding principal balance due under or in respect of a Pledged
      Loan
      (including a Defaulted Loan (until it becomes a Released Pledged
      Loan)).

     

    “Loan
      Documents”
shall,
      with respect to any Pledged Loan, have the meaning assigned to that term in
      the
      Purchase Agreement under which such Pledged Loan was transferred from the Seller
      to the Depositor.

     

    “Loan
      File”
shall,
      with respect to any Pledged Loan, have the meaning assigned to that term in
      the
      Purchase Agreement under which such Pledged Loan was transferred from the Seller
      to the Depositor.

     

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

     

    “Loan
      Schedule”
shall
      mean the Loan Schedule containing information about the Pledged Loans, which
      Loan Schedule is delivered electronically by the Issuer to the Trustee as of
      the
      Closing Date and as such schedule is amended by delivery electronically by
      the
      Issuer to the Trustee of information relating to the release of Pledged Loans
      or
      the Grant of Qualified Substitute Loans.

     

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

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    “Lockbox
      Agreement”
shall
      mean any agreement substantially in the form of Exhibit F by and between the
      Issuer, the Trustee, the 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.

     

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

     

    “London
      Business Day”
shall
      mean a day on which banks are open for dealing in foreign currency and exchange
      in London and New York City.

     

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

     

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

     

    “Majority
      Holders”
shall
      mean with respect to all Notes issued and outstanding, the holders of greater
      than fifty percent of the Aggregate Principal Amount of all Notes.

     

    “Master
      Loan Purchase Agreement”
shall
      mean the Fairfield Master Loan Purchase Agreement or the Trendwest Master Loan
      Purchase 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
                such Person;

            


    

     

    
      	 	
              (b)

            	
              the
                ability of such Person to perform its respective obligations under
                any of
                the Transaction Documents to which it is a
                party;

            


    

     

    
      	 	
              (c)

            	
              the
                validity or enforceability of, or collectibility of amounts payable
                under,
                this Indenture (if such Person is a party to this Indenture) or any
                of the
                Transaction 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 of the Transaction Documents to which
                it is a
                party; or

            


    

     

    
      	 	
              (e)

            	
              the
                value, validity, enforceability or collectibility of the Pledged
                Loans or
                any of the other Pledged Assets.

            


    

     

    “Member”
shall
      have the meaning assigned thereto in the LLC Agreement.

     

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    “Monthly
      Collateral Agent Fee”
shall
      mean, in respect of any Due Period (or portion thereof), the amount due to
      the
      Collateral Agent for fees related to the Collateral for the Series 2005-1 Notes
      calculated in accordance with Schedule 3 attached hereto.

     

    “Monthly
      Custodian Fee”
shall
      mean, in respect of any Due Period (or portion thereof), the amount due to
      the
      Custodian under the Custodial Agreement for fees related to the Pledged Loans
      and related Pledged Assets such amounts to be calculated in accordance with
      Schedule 3 attached hereto.

     

    “Monthly
      Principal”
shall
      mean on any Payment Date, the sum of (i) the principal portion of Scheduled
      Payments collected during the related Due Period on the Pledged Loans;
      (ii) the principal portion of Servicer Advances, if any, with respect to
      the related Due Period; (iii) the principal amount of any prepayments
      (including prepayments relating to Timeshare Upgrades) collected on any Pledged
      Loan during the related Due Period, (iv) principal proceeds from the
      purchase by the Sellers of any Pledged Loans that have become Defaulted Loans
      during the related Due Period; and (v) the principal proceeds of any
      repurchase of a Defective Loan funded by a Seller or the Performance Guarantor
      or any deposit in respect of a Defective Loan by the Issuer during the related
      Due Period.

     

    “Monthly
      Servicer Fee”
shall
      mean, in respect of any Due Period (or portion thereof), an amount equal to
      one-twelfth of the product of (a) 1.10% and (b) the Aggregate Loan Balance
      of
      the Pledged Loans at the beginning of such Due Period; or if a Successor
      Servicer has been appointed and accepted the appointment or if the Trustee
      is
      acting as Servicer a negotiated higher fee, subject to the consent of the
      Insurer or, if an Insurer Default has occurred and is continuing, Noteholders
      representing greater than 50% of the Aggregate Principal Amount of the
      Notes.

     

    “Monthly
      Servicing Report”
shall
      mean each monthly report prepared by the Servicer as provided in Section
      8.1.

     

    “Monthly
      Trustee Fee”
shall
      mean, in respect of any Due Period, an amount equal to one-twelfth of 0.01%
      of
      the Aggregate Loan Balance as of the first day of such Due Period as an
      administration fee with a minimum of $1,500 per month.

     

    “Moody’s”
shall
      mean Moody’s Investors Service, Inc. or any successor thereto.

     

    “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.

     

    “Net
      Liquidation Proceeds”
shall
      mean, with respect to any Defaulted Loan which is a Pledged Loan and which
      has
      not been released from the Lien of this Indenture, the proceeds of the sale,
      liquidation or other disposition of the Defaulted Loan or the Pledged Assets
      or
      other collateral securing such Defaulted Loan.

     

    “Net
      Swap Payment”
shall
      mean, for any Payment Date, the amount, if any, by which the Fixed Amount for
      such date exceeds the Floating Amount for such date.

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    “Net
      Swap Receipt”
shall
      mean, for any Payment Date, the amount, if any, by which the Floating Amount
      for
      such date exceeds the Fixed Amount for such date.

     

    “Nominee”
shall
      have the meaning set forth in the Purchase Agreements.

     

    “Non-U.S.
      Certificate”
shall
      have the meaning set forth in subsection 2.12(b).

     

    “Noteholder”
or
      “Holder”
shall
      mean the Person in whose name a Note is registered in the Note
      Register.

     

    “Note
      Interest Rate”
shall
      mean with respect to each Class of Notes, the respective rate per annum set
      forth below:

     

    Class
      of Notes  Note
      Interest Rate

     

    Class
      A-1
      Notes     4.67%

    Class
      A-2
      Notes     LIBOR
      as
      determined from time to time plus 0.18%

    


    “Note
      Owner”
shall
      mean, with respect to a Note, the Person who is the owner of a beneficial
      interest in such Note, as reflected on the books of the Clearing Agency, or
      on
      the books of a Person maintaining an account with such Clearing Agency (directly
      as a participant or as an indirect participant, in each case in accordance
      with
      the rules of such Clearing Agency).

     

    “Note
      Purchase Agreement”
shall
      mean the Note Purchase Agreement dated August 2, 2005 among the Issuer, the
      Sellers, the Depositor and the Initial Purchasers named therein.

     

    “Note
      Register”
shall
      have the meaning specified in Section 2.6.

     

    “Note
      Registrar”
shall
      have the meaning specified in Section 2.6.

     

    “Notes”
shall
      mean the Cendant Timeshare 2005-1 Receivables Funding, LLC Vacation Timeshare
      Loan Backed Notes, Series 2005-1.

     

    “Notice
      for Payment”
shall
      have the meaning assigned to that term in the Insurance Policy.

     

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

     

    “Offering
      Circular”
shall
      mean the final Offering Circular dated August 2, 2005 relating to the
      Notes.

     

    “Officer’s
      Certificate”
shall
      mean, unless otherwise specified in this Indenture, a certificate delivered
      to
      the Trustee signed by any Vice President or more senior officer of the Issuer
      or
      the Servicer, as the case may be, or, in the case of a Successor Servicer,
      a
      certificate signed by any Vice President or more senior officer or the financial
      controller (or an officer holding an office with equivalent or more senior
      responsibilities) of such Successor Servicer, and delivered to the
      Trustee.

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    “Operating
      Agreement”
shall
      mean the Tenth Amended and Restated Operating Agreement dated as of August
      11,
      2005 by and between FRI, FMB, CTRG-CF, Kona, the VB Subsidiaries and
      Trendwest as described therein, as the same may be further amended, supplemented
      or otherwise modified from time to time hereafter in accordance with its terms.
      

     

    “Opinion
      of Counsel”
shall
      mean a written opinion of counsel who may be counsel for, or an employee of,
      the
      Person providing the opinion and who shall be reasonably acceptable to the
      Trustee and the Insurer.

     

    “Originator”
shall
      have the meaning, with respect to any Pledged Loan, assigned to such term in
      the
      applicable Purchase Agreement or, if such term is not so defined, the entity
      which originates or acquires Loans and transfers such Loans directly or through
      a Seller to the Depositor.

     

    “Overcollateralization
      Amount,”
shall
      mean on any Payment Date, the excess, if any, of (i) the Aggregate Loan Balance
      as of the last day of the related Due Period over (ii) the Aggregate Principal
      Amount on such Payment Date, after taking into account any distributions of
      principal to the Noteholders on such Payment Date.

     

    “Overcollateralization
      Deficiency Amount”
shall
      mean, for any Payment Date, the excess, if any, of (i) the Required
      Overcollateralization Amount on such Payment Date over (ii) the Pro Forma
      Overcollateralization Amount on such Payment Date.

     

    “Overcollateralization
      Release Amount,”
shall
      mean (i) on any Payment Date on or after the Stepdown Date, if neither a Cash
      Accumulation Event nor a Rapid Amortization Event has occurred and is then
      continuing, an amount equal to the excess, if any, of (a) the Pro Forma
      Overcollateralization Amount on such Payment Date over (b) the Required
      Overcollateralization Amount on such Payment Date; provided
      that
      such amount will not exceed the Monthly Principal for such Payment Date and
      (ii)
      on any other Payment Date, zero.

     

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

     

    “Paying
      Agent”
shall
      mean the Trustee or any successor thereto, in its capacity as paying
      agent.

     

    “Payment
      Date”
shall
      mean the 20th
      day of
      each calendar month, or, if such 20th
      day is
      not a Business Day, the next succeeding Business Day, commencing in September
      2005.

     

    “Performance
      Guarantor”
shall
      mean Cendant Corporation, a Delaware corporation.

     

    “Performance
      Guaranty”
shall
      mean that Performance Guaranty dated as of August 11, 2005 made by Cendant
      in
      favor of the Issuer, the Trustee and the Collateral Agent, as amended from
      time
      to time.

     

    “Permanent
      Regulation S Global Note”
shall
      have the meaning assigned thereto in subsection 2.12(a).

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    “Permitted
      Encumbrance”
with
      respect to any Pledged Loan has the meaning assigned to that term under the
      Purchase Agreement pursuant to which such Loan has been sold to the
      Depositor.

     

    “Permitted
      Investments”
shall
      mean (i) U.S. Government Obligations having maturities on or before the first
      Payment Date after the date of acquisition; (ii) time deposits and certificates
      of deposit having maturities on or before the first Payment Date after the
      date
      of acquisition, maintained with or issued by any commercial bank having capital
      and surplus in excess of $500,000,000 and having a short term senior unsecured
      debt rating of at least “A-1” by S&P and “P-l” by Moody’s and “F1” by Fitch
      if rated by Fitch; (iii) repurchase agreements having maturities on or before
      the first Payment Date after the date of acquisition for underlying securities
      of the types described in clauses (i) and (ii) above or clause (iv) below with
      any institution having a short term senior unsecured debt rating of at least
      “P-1” by Moody’s and “A-1” by S&P and “F1” by Fitch if rated by Fitch; (iv)
      commercial paper maturing on or before the first Payment Date after the date
      of
      acquisition and having a short term senior unsecured debt rating of at least
      “P-1” by Moody’s and “A-1+” by S&P and “F1” by Fitch if rated by Fitch; and
      (v) money market funds rated “Aaa” by Moody’s and rated “AAAm” or “AAAm-G” by
      S&P and which invest solely in any of the foregoing (without regard to
      maturity), including any such funds in which the Trustee or an Affiliate of
      the
      Trustee acts as an investment advisor or provides other investment related
      services; provided,
      however,
      that no
      obligation of any Seller, the Depositor or the Performance Guarantor shall
      constitute a Permitted Investment and provided further,
      that no
      interest only obligation and no investment purchased by the Issuer or the
      Trustee at a premium shall constitute Permitted Investments.

     

    “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 other entity or
      organization of any nature, whether or not a legal entity.

     

    “Pledged
      Assets”
with
      respect to each Pledged Loan, shall mean all right, title and interest of the
      Depositor in, to and under such Pledged Loan from time to time and the related
      Transferred Assets and all of the Depositor’s rights under the related Purchase
      Agreement, and in and to the Collections and the proceeds of any of the
      foregoing.

     

    “Pledged
      Loans”
shall
      mean the Loans listed on the Loan Schedule.

     

    “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.

     

    “Points”
shall
      mean, 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.

     

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

     

     

    
      
         

      

      
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    “Predecessor
      Note”
shall
      mean, with respect to any particular Note, every previous Note evidencing all
      or
      a portion of the same debt as that evidenced by such particular Note; and,
      for
      the purpose of this definition, any Note authenticated and delivered under
      Section 2.7 in lieu of a mutilated, lost, destroyed or stolen Note shall
      evidence the same debt as the mutilated, lost, destroyed or stolen
      Note.

     

    “Preference
      Amount”
shall
      have the meaning assigned thereto in subsection 3.8(b).

     

    “Premium”
shall
      have the meaning assigned to that term in the Insurance Agreement.

     

    “Principal
      Amount”
shall
      mean, the Initial Principal Amount of a Class, less principal payments
      previously paid to such Class as of such date and which payments have not been
      subsequently rescinded or recaptured.

     

    “Principal
      Distribution Amount”
shall
      mean, for any Payment Date, an amount equal to the sum, without duplication,
      of
      the Monthly Principal for such Payment Date plus the outstanding principal
      balance of all Pledged Loans that became Defaulted Loans during the related
      Due
      Period that were not repurchased by a Seller, as reduced by the
      Overcollateralization Release Amount, if any, for such Payment Date.


     

    “Priority
      of Payments”
shall
      mean the application of Available Funds in accordance with Section
      3.1.

     

    “Pro
      Forma Overcollateralization Amount”
shall
      mean, on any Payment Date, the excess, if any, of (i) the Aggregate Loan Balance
      as of the last day of the related Due Period over (ii) (x) the
      Aggregate Principal Amount on such Payment Date, before taking into account
      any
      distributions of principal to the Noteholders on such Payment Date, minus (y)
      an
      amount equal to the sum of (i) the Monthly Principal for such Payment Date
      and,
      without duplication, (ii) the outstanding principal balance of all Pledged
      Loans
      that became Defaulted Loans during the related Due Period that were not
      repurchased by a Seller.

     

    “Proceeding”
shall
      have the meaning specified in Section 11.3.

     

    “Purchase
      Agreement”
shall
      mean a Master Loan Purchase Agreement between a Seller and the Depositor
      pursuant to which the Seller sells Loans and related assets to the
      Depositor.

     

    “QIB”
shall
      have the meaning set forth in subsection 2.6(c).

     

    “Qualified
      Substitute Loan”
shall
      mean a substitute Loan that is an Eligible Loan on the applicable date of
      substitution and that on such date of substitution (i) has a coupon rate
      not less than the coupon rate of the Pledged Loan for which it is to be
      substituted, (ii) has a remaining term to stated maturity not greater than
      the remaining term to maturity of the Pledged Loan for which it is to be
      substituted, and (iii) is a Fairfield Loan if the Loan for which it is to
      be substituted is a Fairfield Loan or is a Trendwest Loan if the Loan for which
      it is to be substituted is a Trendwest Loan.

     

    “Rapid
      Amortization Events”
shall
      mean: (i) an Insolvency Event has occurred with respect to the Issuer; (ii)
      if
      on any two consecutive Payment Dates, either (A) the sum of 

     

     

    
      
         

      

      
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    Available
      Funds plus, without duplication, amounts on deposit in the Reserve Account
      are
      not sufficient to pay all Accrued Interest due on the Notes, or (B) after
      application of all Available Funds in accordance with the Priority of Payments,
      the Overcollateralization Amount would be less than the Required
      Overcollateralization Amount; (iii) if on any Payment Date, after application
      of
      all Available Funds in accordance with the Priority of Payments on such Payment
      Date, the sum of the Aggregate Loan Balance plus the amount on deposit in the
      Reserve Account would be less than the Aggregate Principal Amount; or (iv)
      the
      Control Party has provided written notice to the Trustee that an event described
      in subsection 11.1(a), (b), (d), (e) or (f) has occurred and is continuing
      and
      that such event has been designated a Rapid Amortization Event by the Control
      Party whether or not such event has also been declared an Event of Default.
      The
      Rapid Amortization Events described in (ii), (iii) and (iv) above will continue
      to be in effect until such time, if ever, that the Control Party has consented
      to the termination of the Rapid Amortization Event.

     

    “Rated
      Final Maturity Date”
shall
      mean the Payment Date occurring in May 2017.

     

    “Rating
      Agency”
shall
      mean each of Fitch, S&P or Moody’s as appropriate and their respective
      successors in interest.

     

    “Rating
      Agency Condition”
shall
      mean, with respect to any action taken or to be taken, that each Rating Agency
      shall have notified the Issuer and the Trustee in writing that such action
      would
      not have resulted in a reduction, downgrade, suspension or withdrawal of the
      rating that would have been assigned to any outstanding Class of Notes, without
      giving any effect to the Insurance Policy.

     

    “Receipt”
and
      “Received”
shall
      have the meanings assigned thereto in subsection 3.8(b).

     

    “Record
      Date”
shall
      mean, for any Payment Date, (i) for Notes in book-entry form, the close of
      business on the Business Day immediately preceding such Payment Date and (ii)
      for Definitive Notes, the close of business on the last Business Day of the
      month preceding the month in which such Payment Date occurs.

     

    “Records”
shall,
      with respect to any Pledged Loan, have the meaning assigned thereto in the
      applicable Purchase Agreement.

     

    “Reference
      Banks”
shall
      mean leading banks selected by the Servicer and engaged in transactions in
      Eurodollar deposits in the international Eurocurrency market (i) with an
      established place of business in London and (ii) which have been designated
      as
      such by the Servicer.

     

    “Regulation
      S Certificate”
shall
      have the meaning assigned thereto in subsection 2.9(d).

     

    “Regulation
      S Global Note”
shall
      mean either the Temporary Regulation S Global Note or the Permanent Regulation
      S
      Global Note.

     

    “Reimbursement
      Amount”
shall
      mean, on any Payment Date, the sum of (i) all Insured Amounts previously
      received by the Trustee from the Insurer and not previously repaid to the
      Insurer pursuant to this Agreement, plus (ii) interest (in accordance with
      the
      Insurance 

     

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    Agreement)
      accrued on each such Insured Amount from the date the Trustee received the
      related Insured Amount to, but not including, such Payment Date that has not
      been previously repaid to the Insurer at a rate computed on the basis of the
      actual number of days elapsed over a year of 360 days that is the lesser of
      (a)
      the greater of (i) the sum of 2% per annum and the per annum rate of interest
      publicly announced from time to time by Citibank, N.A. as its prime or base
      lending rate (any change in such rate of interest to be effective on the date
      such change is announced by Citibank, N.A.), and (ii) the then applicable rate
      of interest on any of the Notes and (b) the maximum rate permissible under
      applicable usury or similar laws limiting interest rates.

     

    “Release
      Date”
shall
      mean, with respect to any Pledged Loan, the date on which such Pledged Loan
      is
      released from the Lien of this Indenture.

     

    “Release
      Price”
shall
      mean an amount equal to the outstanding Loan Balance of the Pledged Loan as
      of
      the close of business on the Calculation Date immediately preceding the date
      on
      which the release is to be made, plus accrued and unpaid interest thereon to
      the
      date of such release; provided
      that for
      purposes of calculating the Release Price with respect to any Trendwest
      Timeshare Upgrade the Release Price will be calculated without regard to the
      upgrade. 

     

    “Released
      Pledged Loan”
shall
      mean any Loan which was included as a Pledged Loan, but which has been released
      from the Lien of this Indenture pursuant to the terms hereof.

     

    “Required
      Overcollateralization Amount,”
shall
      mean, as of any Payment Date, an amount equal to (i) prior to the Stepdown
      Date,
      12.50% of the Aggregate Loan Balance as of the Cut-Off Date, and (ii) on and
      after the Stepdown Date, (A) if no Cash Accumulation Event has occurred and
      is
      continuing, the greater of (x) 0.50% of the Aggregate Loan Balance as of the
      Cut-Off Date and (y) 25.00% of the Aggregate Loan Balance as of the last day
      of
      the related Due Period and (B) if a Cash Accumulation Event has occurred and
      is
      continuing, the Required Overcollateralization Amount as determined on the
      immediately preceding Payment Date; provided
      that if
      a Rapid Amortization Event has occurred and is then continuing, the Required
      Overcollateralization Amount will be equal to the Aggregate Loan Balance as
      of
      the last day of the related Due Period.

     

    “Reserve
      Account”
shall
      mean the account established pursuant to Section 3.5 of this
      Indenture.

     

    “Reserve
      Account Draw Amount”
shall
      have the meaning set forth in subsection 3.5(b). 

     

    “Reserve
      Required Amount”
shall
      mean (a) as of the Closing Date, 1.0% of the Aggregate Loan Balance as of the
      Cut-Off Date, and (b) at any time after the Closing Date, (i) if no Cash
      Accumulation Event has occurred and is continuing 2.0% of the Aggregate Loan
      Balance at such time; and (ii) if a Cash Accumulation Event has occurred and
      is
      continuing, the product of (A) the Aggregate Loan Balance as of the last
      day of the immediately preceding Due Period and (B) the greater of (x) 10%
      or (y) 2 times the Delinquency Ratio for such Due Period; provided
      that in
      no event will the Reserve Required Amount be less than 0.50% of the Aggregate
      Loan Balance as of the Cut-Off Date; provided further,
      that in
      no event will the Reserve Required Amount be greater than the Aggregate
      Principal Amount.

     

    
      
         

      

      
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    “Resort”
shall
      mean a Fairfield Resort or a Trendwest Resort.

     

    “Responsible
      Officer”
shall
      mean any officer assigned to the Corporate Trust Office (or any successor
      thereto), including any Vice President, Assistant Vice President, Trust Officer,
      any Assistant Secretary, any trust officer or any other officer of the Trustee
      customarily performing functions similar to those performed by any of the above
      designated officers, in each case having direct responsibility for the
      administration of this Indenture.

     

    “Rule
      144A”
shall
      have the meaning set forth in subsection 2.6(c).

     

    “Rule
      144A Global Note”
shall
      have the meaning assigned thereto in Section 2.11.

     

    “S&P”
shall
      mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill
      Companies, Inc. or any successor thereto.

     

    “Sale”
shall
      have the meaning specified in Section 11.13(a). 

     

    “Sale
      and Assignment Agreement”
shall
      mean the Sale and Assignment Agreement dated as of August 11, 2005 entered
      into
      by Cendant 2002 and the Depositor and pursuant to which Cendant 2002 sells
      and
      assigns to the Depositor all of Cendant 2002’s right, title and interest in
      certain Pledged Loans and the Pledged Assets related thereto.

     

    “Scheduled
      Final Maturity Date”
shall
      mean the Payment Date occurring in May 2015.

     

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

     

    “Securities
      Act”
shall
      mean the U.S. Securities Act of 1933, as amended.

     

    “Seller”
shall
      mean CTRG-CF or Trendwest or, in either case, any successor
      thereto.

     

    “Senior
      Priority Swap Termination Amount”
shall
      mean any unpaid amount owing to the Swap Counterparty in respect of Termination
      Payments relating to a termination of the Interest Rate Swap arising from
      (a) the Swap Counterparty not receiving any Net Swap Payment owing to it,
      (b) bankruptcy, insolvency or similar event of the Issuer or (c) the
      liquidation of all of the Pledged Loans (excluding Defaulted Loans) pursuant
      to
      this Indenture.

     

    “Series
      Termination Date”
shall
      mean the Termination Date.

     

    “Servicer”
shall
      mean CTRG-CF, in its capacity as Servicer pursuant to this Indenture or, after
      any Service Transfer, the Successor Servicer.

     

    “Servicer
      Advance”
shall
      mean amounts, if any, advanced by the Servicer, at its option, to cover any
      shortfall between (i) the Scheduled Payments on the Pledged Loans (other
      than Defaulted Loans) for a Due Period and (ii) the amounts actually
      deposited in the Collection Account on account of such Scheduled Payments on
      or
      prior to the Payment Date immediately following such Due Period.

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    “Servicer
      Default”
shall
      mean the defaults specified in Section 12.1.

     

    “Service
      Transfer”
shall
      have the meaning set forth in Section 12.1.

     

    “Servicing
      Officer”
shall
      mean any officer of the Servicer involved in, or responsible for, the
      administration and servicing of the Loans whose name appears on a list of
      servicing officers furnished to the Trustee by the Servicer, as such list may
      be
      amended from time to time.

     

    “Sierra
      2003-1”
shall
      mean Sierra 2003-1 Receivables Funding Company, LLC, a Delaware limited
      liability company.

     

    “Sierra
      2003-1 Trustee”
shall
      mean the trustee under the terms of the Indenture and Servicing Agreement dated
      as of March 31, 2003 which is among the trustee named therein, CTRG-CF and
      Sierra 2003-1.

     

    “Sierra
      2003-2”
shall
      mean Sierra 2003-2 Receivables Funding Company, LLC, a Delaware limited
      liability company.

     

    “Sierra
      2003-2 Trustee”
shall
      mean the trustee under the terms of the Indenture and Servicing Agreement dated
      as of December 5, 2003 among the trustee named therein, CTRG-CF and Sierra
      2003-2.

     

    “Stepdown
      Date”
shall
      mean the later to occur of the Payment Date in August 2007 or the Payment Date
      on which the Aggregate Loan Balance as of the last day of the related Due Period
      is less than 50% of the Aggregate Loan Balance as of the Cut-Off
      Date.

     

    “Subsidiary”
shall
      mean, as to any Person, any corporation or other entity of which securities
      or
      other ownership interests having ordinary voting power to elect a majority
      of
      the board of directors or other Persons performing similar functions are at
      the
      time directly or indirectly owned by such Person.

     

    “Substitution
      Adjustment Amount”
shall
      mean, with respect to any Qualified Substitute Loan or Qualified Substitute
      Loans to be substituted for a Defective Loan or a Defaulted Loan, the amount,
      if
      any, by which the aggregate principal balance of all such Qualified Substitute
      Loans as of the date of substitution is less than the aggregate principal
      balance of all such Defective Loans or Defaulted Loans each determined as of
      the
      Calculation Date immediately prior to the date of substitution.

     

    “Successor
      Servicer”
shall
      have the meaning set forth in Section 12.2.

     

    “Swap
      Counterparty”
shall
      mean Bank of America, N.A. and any entity which is a replacement swap
      counterparty as provided in Section 3.6.

     

    “Swap
      Rating Agency Condition”
shall
      mean, with respect to any action with respect to the Interest Rate Swap, a
      condition that is satisfied when Fitch has been notified of such action by
      the
      Issuer and when S&P and Moody’s have notified the Issuer and the Trustee in
      writing that such action would not have resulted in a reduction, downgrade,
      qualification (if applicable), or 

     

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    withdrawal
      of the rating that would have been assigned to the Class A-2 Notes, without
      giving effect to the Insurance Policy.

     

    “Telerate
      Page 3750”
shall
      mean the display page currently so designated on the Moneyline Telerate Service
      (or such other page as may replace such page on such service for the purpose
      of
      displaying comparable rates or prices).

     

    “Temporary
      Regulation S Global Note”
shall
      have the meaning assigned thereto in Section 2.11.

     

    “Term
      Purchase Agreement”
shall
      mean the Series 2005-1 Term Purchase Agreement dated as of August 11, 2005
      between the Depositor as seller of the Pledged Loans and the Issuer.


     

    “Termination
      Date”
shall
      have the meaning specified in Section 14.1.

     

    “Termination
      Notice”
shall
      have the meaning specified in Section 12.1.

     

    “Termination
      Payments”
shall
      mean payments required to be made by the Issuer to the Swap Counterparty under
      the terms of the Interest Rate Swap as a result of a termination of the Interest
      Rate Swap.

     

    “Termination
      Receipts”
shall
      mean payments required to be made by the Swap Counterparty to the Issuer under
      the terms of the Interest Rate Swap as a result of a termination of the Interest
      Rate Swap.

     

    “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 that is the subject of a Loan, which
      ownership interest may be either a Fixed Week, a UDI, the Points with respect
      thereto under the FairShare Plus Program, Vacation Credits or Fractional
      Interests.

     

    “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
      have the meaning assigned thereto in the applicable Purchase
      Agreement.

     

    “Title
      Clearing Agreement”
shall
      have the meaning assigned thereto in the Fairfield Master Loan Purchase
      Agreement.

     

    “Transaction
      Documents”
shall
      mean, collectively, this Indenture, the Term Purchase Agreement, the Sale and
      Assignment Agreement, the Purchase Agreements, the assignment agreements
      executed by the Sellers and related to the periodic sale of Pledged Loans,
      the


     

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    Custodial
      Agreement, the First Guaranty Agreement, the Performance Guaranty, the Lockbox
      Agreements, the Title Clearing Agreements, the Collateral Agency Agreement,
      the
      Administrative Services Agreements, the Insurance Policy, the Insurance
      Agreement, the Financing Statements and all other agreements, documents and
      instruments delivered pursuant thereto or in connection therewith, and
“Transaction
      Document”
shall
      mean any of them.

     

    “Transferred
      Assets”
shall,
      with respect to each Pledged Loan, have the meaning set forth in the Purchase
      Agreement under which such Loan was transferred to the Depositor.

     

    “Trendwest”
shall
      mean Trendwest Resorts, Inc., an Oregon corporation, a wholly-owned indirect
      subsidiary of Cendant, and its successors and assigns.

     

    “Trendwest
      Loan”
shall
      mean a Pledged Loan which was initially sold to the Depositor under the
      Trendwest Master Loan Purchase Agreement.

     

    “Trendwest
      Master Loan Purchase Agreement”
shall
      mean that Master Loan Purchase Agreement dated as of August 29, 2002, as amended
      from time to time, by and between Trendwest and the Depositor and with respect
      to the Series 2005-1 Supplement, CTRG-CF, together with the Series 2002-1
      Supplement thereto also dated as of August 29, 2002, as amended from time to
      time and the Series 2005-1 Supplement thereto, dated as of August 11, 2005,
      as
      amended from time to time.

     

    “Trendwest
      Originator”
shall
      mean Trendwest.

     

    “Trendwest
      Resort”
shall
      mean a resort developed by Trendwest or in which Trendwest sells Timeshare
      Properties.

     

    “Trendwest
      Timeshare Upgrade”
shall
      mean a Trendwest Loan with respect to which the Obligor purchases a Timeshare
      Upgrade.

     

    “Trustee”
shall
      mean Wells Fargo Bank, National Association or its successor in interest, or
      any
      successor trustee appointed as provided in this Indenture.

     

    “Trustee
      Fee Letter”
shall
      mean the schedule of fees attached as Schedule 1, and all amendments thereof
      and
      supplements thereto.

     

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

     

    “UDI”
shall
      mean an undivided 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.

     

    “U.S.
      Government Obligations”
shall
      mean (i) obligations of, or obligations guaranteed as to principal and interest
      by, the U.S. Government or any agency or instrumentality thereof, when these
      obligations are backed by the full faith and credit of the United States and
      (ii) certain obligations of government-sponsored agencies that are not
      backed by the full faith credit of the United States which are limited to:
      Federal Home Loan Mortgage Corp. debt obligations; Farm Credit System (formerly
      Federal Land Banks, Federal Intermediate Credit Banks, and Banks for


     

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    Cooperatives)
      consolidated system-wide bonds and notes; Federal Home Loan Banks consolidated
      debt obligations; Federal National Mortgage Association debt obligations;
      Student Loan Marketing Association debt obligations which mature before
      September 30, 2008; Financing Corp. debt obligations; and Resolution Funding
      Corp. debt obligations.

     

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

     

    “VB
      Subsidiaries”
shall
      mean Sea Gardens Beach and Tennis Resorts, Inc., Vacation Break Resorts, Inc.
      and Vacation Break Resorts at Star Island, Inc.

     

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

     

    Section
      1.2  Other
      Definitional Provisions.

     

    
      	(a)  	
              Terms
                used in this Indenture and not otherwise defined herein such terms
                shall
                have the meanings ascribed to them in the Term Purchase
                Agreement.

            


    

     

    
      	(b)  	
              All
                terms defined in this Indenture shall have the defined meanings when
                used
                in any certificate or other document made or delivered pursuant hereto
                unless otherwise defined therein.

            


    

     

    
      	(c)  	
              As
                used in this Indenture and in any certificate or other document made
                or
                delivered pursuant hereto, accounting terms not defined in Section
                1.1,
                and accounting terms partly defined in Section 1.1 to the extent
                not
                defined, shall have the respective meanings given to them under GAAP
                as in
                effect from time to time. To the extent that the definitions of accounting
                terms herein or in any certificate or other document made or delivered
                pursuant hereto are inconsistent with the meanings of such terms
                under
                GAAP, the definitions contained herein or in any such certificate
                or other
                document shall control.

            


    

     

    
      	(d)  	
              Any
                reference to each Rating Agency shall only apply to any specific
                rating
                agency if such rating agency is then rating any outstanding Class
                of
                Notes.

            


    

     

    
      	(e)  	
              Unless
                otherwise specified, references to any amount as on deposit or outstanding
                on any particular date shall mean such amount at the close of business
                on
                such day.

            


    

     

    
      	(f)  	
              Terms
                used herein that are defined in the New York Uniform Commercial Code
                and
                not otherwise defined herein shall have the meanings set forth in
                the New
                York Uniform Commercial Code, unless the context requires
                otherwise.

            


    

     

    
      	(g)  	
              The
                words “hereof,” “herein” and “hereunder” and words of similar import when
                used in this Indenture shall refer to this Indenture as a whole and
                not to
                any particular provision of this Indenture; and Article, Section,
                subsection, Schedule and Exhibit references contained in this Indenture
                are references to Articles, Sections, subsections, Schedules and
                Exhibits
                in or to this Indenture unless otherwise
                specified.

            


    

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    Section
      1.3  Intent
      and Interpretation of Documents

     

    The
      arrangement established by this Indenture, the Term Purchase Agreement, the
      Sale
      and Assignment Agreement, the Purchase Agreements, the Custodial Agreements,
      the
      Collateral Agency Agreement and the other Transaction Documents is intended
      not
      to be a taxable mortgage pool for federal income tax purposes, and is intended
      to constitute a sale of the Loans by the applicable Seller to the Depositor
      for
      commercial law purposes. Each of the Depositor and the Issuer are and are
      intended to be a legal entity separate and distinct from each Seller for all
      purposes other than tax purposes. This Indenture and the other Transaction
      Documents shall be interpreted to further these intentions.

     

    ARTICLE
      II

    THE
      NOTES

     

    Section
      2.1  Designation.

     

    
      	(a)  	
              There
                is hereby created a series of Notes of the Issuer to be issued pursuant
                to
                this Indenture and which are hereby designated as “Cendant
                Timeshare 2005-1 Receivables Funding, LLC Vacation Timeshare Loan
                Backed
                Notes, Series 2005-1,”
                the “Series
                2005-1 Notes”
                or the “Notes.”
                The Issuer will issue notes in two classes as follows: (i) $300,000,000
                4.67% Vacation Timeshare Loan Backed Notes, Series 2005-1, Class
                A-1, due
                2017 and (ii) $225,000,000 Floating Rate Vacation Timeshare Loan
                Backed
                Notes, Series 2005-1, Class A-2, due
                2017.

            


    

     

    
      	(b)  	
              The
                terms of the Notes shall be as set forth in this
                Indenture.

            


    

     

    Section
      2.2  Form
      Generally.
      The
      Notes and the Trustee’s or Authentication Agent’s certificate of authentication
      thereon (the “Certificate
      of Authentication”)
      shall
      be in substantially the forms set forth in Exhibit A with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture, and may have such letters, numbers or other marks
      of identification and such legends or endorsements placed thereon, as may,
      consistent herewith, be determined by the Authorized Officers of the Issuer
      executing such Notes as evidenced by their execution of such Notes. Any portion
      of the text of any Note may be set forth on the reverse or subsequent pages
      thereof, with an appropriate reference thereto on the face of the
      Note.

     

    The
      Notes
      shall be typewritten, word processed, printed, lithographed or engraved or
      produced by any combination of these methods, all as determined by the officers
      executing such Notes, as evidenced by their execution of such
      Notes.

     

    Section
      2.3  [Reserved].
      

     

    Section
      2.4  Determination
      of LIBOR.

     

    On
      each
      LIBOR Determination Date, the Trustee shall determine LIBOR on the basis of
      the
      rate for deposits in United States dollars for a one-month period which appears
      on Telerate Page 3750 or as reported by Bloomberg Financial Markets Commodities
      News (or by another source selected by the Trustee with notice to the Control
      Party) as of 11:00 a.m., London time, 

     

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    on
      such
      date. If such rate does not appear on Telerate Page 3750, the rate for that
      LIBOR Determination Date will be determined on the basis of the rates at which
      deposits in United States dollars are offered by the Reference Banks at
      approximately 11:00 a.m., London time, on that day to prime banks in the London
      interbank market for a one-month period. If on such LIBOR Determination Date
      two
      or more Reference Banks provide such offered quotations, LIBOR for such related
      Interest Accrual Period will be the arithmetic mean of such offered quotations
      (rounded upwards if necessary to the nearest whole multiple of 0.0001%). If
      on
      such LIBOR Determination Date fewer than two Reference Banks provide such
      offered quotations, LIBOR for the related Interest Accrual Period will be the
      arithmetic mean (rounded upwards if necessary to the nearest whole multiple
      of
      0.0001%) of the one-month U.S. dollar lending rates that three New York City
      banks selected by the Trustee are quoting at approximately 11:00 a.m. (New
      York
      City time) on the relevant LIBOR Determination Date to leading European
      banks.

     

    The
      establishment of LIBOR on each LIBOR Determination Date by the Trustee and
      the
      Trustee’s calculation of the rate of interest applicable to the Class A-2 Notes
      for the related Interest Accrual Period will (in the absence of manifest error)
      be final and binding. The Trustee shall, upon the establishment of LIBOR on
      each
      LIBOR Determination Date, notify the Issuer and the Servicer of the
      rate.

     

    Section
      2.5  Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the Issuer by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at the time
      of
      execution of such Notes Authorized Officers of the Issuer shall bind the Issuer,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Notes or did not hold
      such offices at the date of such Notes.

     

    The
      Trustee shall, upon written order of the Issuer, authenticate and deliver Notes
      for original issue in an aggregate principal amount of $525,000,000, comprising
      $300,000,000 principal amount of Class A-1 Notes and $225,000,000 principal
      amount of Class A-2 Notes. The Trustee shall be entitled to rely upon such
      written order as authority to so authenticate and deliver the Notes without
      further inquiry of any Person.

     

    Each
      Note
      shall be dated the date of its authentication. Beneficial interests in the
      Notes
      may be purchased in minimum denominations of $500,000 and in integral multiples
      of $1,000 in excess thereof.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Trustee by the manual signature of one of its authorized signatories, and such
      certificate upon any Note shall be conclusive evidence, and the only evidence,
      that such Note has been duly authenticated and delivered hereunder.

     

    Section
      2.6  Registration;
      Registration of Transfer and Exchange;
      Transfer Restrictions.
      (a)
      The
      Issuer shall cause to be kept a register (the “Note
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Issuer
      shall provide for the 

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    registration
      of Notes and the registration of transfers of Notes. The Trustee shall be the
      initial “Note
      Registrar”
for
      the
      purpose of registering Notes and transfers of Notes as herein provided. Upon
      any
      resignation of any Note Registrar, the Issuer shall promptly appoint a successor
      or, if it elects not to make such an appointment, assume the duties of Note
      Registrar.

     

    If
      a
      Person other than the Trustee is appointed by the Issuer as Note Registrar,
      the
      Issuer will give the Trustee, the Insurer and the Swap Counterparty prompt
      written notice of the appointment of such Note Registrar and of the location,
      and any change in the location, of the Note Registrar, and the Trustee shall
      have the right to inspect the Note Register at all reasonable times and to
      obtain copies thereof, and the Trustee shall have the right to rely upon a
      certificate executed on behalf of the Note Registrar as to the names and
      addresses of the Holders of the Notes and the principal amounts and number
      of
      such Notes.

     

    Upon
      surrender for registration of transfer of any Note at the office of the Note
      Registrar as provided in this Section 2.6, if the requirements of Section
      8-401(a) of the UCC are met, the Issuer shall execute, and upon receipt of
      such
      surrendered Note the Trustee shall authenticate and the Noteholder shall obtain
      from the Trustee, in the name of the designated transferee or transferees,
      one
      or more new Notes in any authorized denominations, of a like aggregate principal
      amount.

     

    At
      the
      option of the Holder, Notes may be exchanged for other Notes in any authorized
      denominations, of the same Class and of a like aggregate principal amount,
      upon
      surrender of the Notes to be exchanged at such office or agency. Whenever any
      Notes are so surrendered for exchange, if the requirements of Section 8-401(a)
      of the UCC are met, the Issuer shall execute, and upon receipt of such
      surrendered Note and an Issuer Order to authenticate the Note, the Trustee
      shall
      authenticate and the Noteholder shall obtain from the Trustee, the Notes which
      the Noteholder making the exchange is entitled to receive.

     

    All
      Notes
      issued upon any registration of transfer or exchange of Notes shall be the
      valid
      obligations of the Issuer, evidencing the same debt, and entitled to the same
      benefits under this Indenture, as the Notes surrendered upon such registration
      of transfer or exchange.

     

    Every
      Note presented or surrendered for registration of transfer or exchange shall
      be
      duly endorsed by, or be accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee duly executed by, the Holder thereof or such
      Holder’s attorney duly authorized in writing, and such other documents as the
      Trustee may require.

     

    No
      service charge shall be made to a Holder for any registration of transfer or
      exchange of Notes, but the Issuer may require payment of a sum sufficient to
      cover any tax or other governmental charge or expense that may be imposed in
      connection with any registration of transfer or exchange of Notes, other than
      exchanges pursuant to subsection 15.1(e) not involving any
      transfer.

     

    The
      preceding provisions of this section notwithstanding, the Issuer shall not
      be
      required to make, and the Note Registrar need not register, transfers or
      exchanges of Notes (i) for a period of 20 days preceding the due date for any
      payment with respect to the Notes or (ii) after the Trustee sends a notice
      of
      redemption with respect to such Note in accordance with Section
      2.18.

     

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    
      	(b)  	
              The
                Notes have not been registered under the Securities Act or any state
                securities law. None of the Issuer, the Note Registrar or the Trustee
                is
                obligated to register the Notes under the Securities Act or any other
                securities or “Blue Sky” laws or to take any other action not otherwise
                required under this Indenture to permit the transfer of any Note
                without
                registration.

            


    

     

    
      	(c)  	
              No
                transfer of any Note or any interest therein (including, without
                limitation, by pledge or hypothecation) shall be made except in compliance
                with the restrictions on transfer set forth in this Section 2.6 (including
                the applicable legend to be set forth on the face of each Note as
                provided
                in Exhibit A to this Indenture) and in Section 2.12 and Section 2.13
                in a
                transaction exempt from the registration requirements of the Securities
                Act and applicable state securities or “Blue Sky” laws (i) to a person (A)
                that the transferor reasonably believes is a “qualified institutional
                buyer” (a “QIB”)
                within the meaning thereof in Rule 144A under the Securities Act
                (“Rule
                144A”)
                in the form of beneficial interests in the Rule 144A Global Note,
                and (B)
                that is aware that the resale or other transfer is being made in
                reliance
                on Rule 144A or (ii) in an offshore transaction in accordance with
                Rule
                903 or Rule 904 of Regulation S under the Securities Act, in the
                form of
                beneficial interests in the applicable Regulation S Global
                Note.

            


    

     

    
      	(d)  	
              Each
                Note Owner, by its acceptance of its beneficial interest in a Note,
                will
                be deemed to have acknowledged, represented to and agreed with the
                Issuer
                and the Initial Purchasers as
                follows:

            


    

     

    
      	(i)  	
              It
                understands and acknowledges that the Notes will be offered and may
                be
                resold by each Initial Purchaser (A) in the United States to QIBs
                pursuant to Rule 144A in the form of beneficial interests in the Rule
                144A Global Note or (B) outside the United States to non U.S. Persons
                pursuant to Regulation S under the Securities Act, initially in the
                form
                of beneficial interests in the Temporary Regulation S Global Note.
                As set
                forth in Section 2.13, beneficial interests in the Temporary Regulation
                S
                Global Note may be exchanged for beneficial interests in the Permanent
                Regulation S Global Note.

            


    

     

    
      	(ii)  	
              It
                understands that the Notes have not been and will not be registered
                under
                the Securities Act or any state or other applicable securities law
                and
                that the Notes, or any interest or participation therein, may not
                be
                offered, sold, pledged or otherwise transferred unless registered
                pursuant
                to, or exempt from registration under, the Securities Act and any
                state or
                other applicable securities law.

            


    

     

    
      	(iii)  	
              It
                acknowledges that none of the Issuer or the Initial Purchasers or
                any
                person representing the Issuer or the Initial Purchasers has made
                any
                representation to it with respect to the Issuer or the offering or
                sale of
                any Notes, other than the information contained in the Offering Circular,
                which has been delivered to it and upon which it is relying in making
                its
                investment decision with respect to the Notes. It has had access
                to such
                financial and other information concerning the Issuer, the Depositor,
                the
                Insurer and the Notes as it has deemed necessary in connection with
                its
                decision to purchase the Notes.

            


    

     

    
      	(iv)  	
              It
                acknowledges that the Notes will bear a legend to the following effect
                unless the Issuer determines otherwise, consistent with applicable
                law:

            


    

     

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    “THIS
      NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
      ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE
      HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTEREST
      OR PARTICIPATION HEREIN, MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
      TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
      LAWS
      AND ONLY (1) TO THE ISSUER, (2) PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
      (A
“QIB”) PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
      QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE
      SECURITIES ACT, OR (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
      OR
      RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. EACH NOTE OWNER BY ACCEPTING
      A BENEFICIAL INTEREST IN THIS NOTE, UNLESS SUCH PERSON ACQUIRED THIS NOTE IN
      A
      TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER
      A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
      ANOTHER QIB.

     

    PRIOR
      TO
      PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT TO THE
      AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE OR
      TRANSFER. THE ISSUER HAS NOT AGREED TO REGISTER THE NOTES UNDER THE SECURITIES
      ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE
      REGISTRATION RIGHTS TO ANY PURCHASER.

     

    AS
      SET
      FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.”

     

    
      	(v)  	
              If
                it is acquiring any Note, or any interest or participation therein,
                as a
                fiduciary or agent for one or more investor accounts, it represents
                that
                it has sole investment discretion with respect to each such account
                and
                that it has full power to make the acknowledgments, representations
                and
                agreements contained herein on behalf of each such
                account.

            


    

     

    
      	(vi)  	
              It
                (A)(i) is a QIB, (ii) is aware that the sale to it is being made
                in
                reliance on Rule 144A and if it is acquiring such Notes or any interest
                or
                participation therein for the account of another QIB, such other
                QIB is
                aware that the sale is being made in reliance on Rule 144A and (iii)
                is
                acquiring such Notes or any interest or participation therein for
                its own
                account or for the account of a QIB, or (B) is not a U.S. person
                and is
                purchasing such Notes or any interest or participation therein in
                an
                offshore transaction meeting the requirements of Rule 903 or 904
                of
                Regulation S.

            


    

     

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    
      	(vii)  	
              It
                is purchasing the Notes for its own account, or for one or more investor
                accounts for which it is acting as fiduciary or agent, in each case
                for
                investment, and not with a view to, or for offer or sale in connection
                with, any distribution thereof in violation of the Securities Act,
                subject
                to any requirements of law that the disposition of its property or
                the
                property of such investor account or accounts be at all times within
                its
                or their control and subject to its or their ability to resell such
                Notes,
                or any interest or participation therein as described in the Offering
                Circular and pursuant to the provisions of this
                Indenture.

            


    

     

    
      	(viii)  	
              It
                agrees that if in the future it should offer, sell or otherwise transfer
                such Note or any interest or participation therein, it will do so
                only (A)
                to the Issuer, (B) pursuant to Rule 144A to a person it reasonably
                believes is a QIB in a transaction meeting the requirements of Rule
                144A,
                purchasing for its own account or for the account of a QIB, whom
                it has
                informed that such offer, sale or other transfer is being made in
                reliance
                on Rule 144A or (C) in an offshore transaction meeting the requirements
                of
                Rule 903 or Rule 904 of Regulation S under the Securities
                Act.

            


    

     

    
      	(ix)  	
              If
                it is acquiring such Note or any interest or participation therein
                in an
                “offshore transaction” (as defined in Regulation S under the Securities
                Act), it acknowledges that the Notes will initially be represented
                by the
                Temporary Regulation S Global Note and that transfers thereof or
                any
                interest or participation therein are restricted as set forth in
                this
                Indenture. If it is a QIB, it acknowledges that the Notes offered
                in
                reliance on Rule 144A will be represented by a Rule 144A Global Note
                and
                that transfers thereof or any interest or participation therein are
                restricted as set forth in this
                Indenture.

            


    

     

    
      	(x)  	
              It
                understands that the Temporary Regulation S Global Note will bear
                a legend
                to the following effect unless the Issuer determines otherwise, consistent
                with applicable law:

            


    

     

    “THIS
      GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER
      THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
      DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW. NO
      BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
      PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
      HAVE
      BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO
      BELOW.”

     

    
      	(xi)  	
              With
                respect to any foreign purchaser claiming an exemption from
                United States income or withholding tax, it has delivered to the
                Trustee a true and complete Form W-8BEN or W-8ECI, indicating such
                exemption or any successor or other forms and documentation as may
                be
                sufficient under the applicable regulations for claiming such
                exemption.

            


    

     

    
      	(xii)  	
              It
                acknowledges that the Depositor, the Issuer, the Initial Purchasers
                and
                others will rely on the truth and accuracy of the foregoing
                acknowledgments, 

            


    

     

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    
      	 	
              representations
                and agreements deemed to have been made by it are no longer accurate,
                it
                shall promptly notify the Issuer and the Initial
                Purchasers.

            


    

     

    
      	(xiii)  	
              It
                acknowledges that transfers of the Notes or any interest or participation
                therein shall otherwise be subject in all respects to the restrictions
                applicable thereto contained in this
                Indenture.

            


    

     

    
      	(xiv)  	
              Either
                (A) it is not (i) an employee benefit plan that is subject to Title
                I of
                ERISA, (ii) a plan, individual retirement account or other arrangement
                that is subject to Section 4975 of the Code, or (iii) an entity the
                underlying assets of which are considered to include “plan assets” of, and
                it is not purchasing the Notes on behalf of, any such plan, account
                or
                arrangement; or (B) its purchase, holding and subsequent disposition
                of
                the Notes either (i) will not constitute or result in a prohibited
                transaction under ERISA or Section 4975 of the Code or (ii) it is
                entitled
                to exemptive relief from the prohibited transaction provisions of
                ERISA
                and Section 4975 of the Code in accordance with one or more available
                statutory, class or individual prohibited transaction exemptions.
                It will
                not transfer the Notes to any person or entity, unless such person
                or
                entity could itself truthfully make the foregoing representations
                and
                covenants as presented in this
                clause (xiv).

            


    

     

    Any
      transfer, resale, pledge or other transfer of the Notes contrary to the
      restrictions set forth above and elsewhere in this Indenture shall be deemed
      void ab initio by the Issuer and the Trustee. As used in this Section 2.6,
      the
      terms “United States” and “U.S. persons” have the respective meanings given them
      in Regulation S under the Securities Act.

     

    
      	(e)  	
              It
                understands and acknowledges that the Issuer has structured this
                Indenture
                and the Notes with the intention that the Notes will qualify under
                applicable tax law as indebtedness of the Issuer, and the Issuer
                and each
                Noteholder by acceptance of its Note agree to treat the Notes (or
                interests therein) as indebtedness for purposes of federal, state,
                local
                and foreign income or franchise taxes or any other applicable
                tax.

            


    

     

    
      	(f)  	
              Notwithstanding
                anything to the contrary contained herein, each Note and this Indenture
                may be amended or supplemented to modify the restrictions on and
                procedures for resale and other transfers of the Notes to reflect
                any
                change in applicable law or regulation (or the interpretation thereof)
                or
                in practices relating to the resale or transfer of restricted securities
                generally (provided,
                however,
                that no such amendment or supplement shall in any way impact the
                Interest
                Rate Swap). Each Noteholder shall, by its acceptance of such Note,
                have
                agreed to any such amendment or
                supplement.

            


    

     

    Section
      2.7  Mutilated,
      Destroyed, Lost
      or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Trustee, or the Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any Note,
      and
      (ii) in the case of a destroyed, lost or stolen Note, there is delivered to
      the
      Trustee such security or indemnity as may be required by it to hold the Issuer
      and the Trustee harmless, then, in the absence of notice to the Issuer, the
      Note
      Registrar or the Trustee that such Note has been acquired by a protected
      purchaser, and provided
      that the
      requirements of Section 8-405 of the UCC are met, the Issuer shall execute
      and
      upon its request the Trustee shall 

     

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    authenticate
      and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or stolen Note, a replacement Note; provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within twenty (20) days shall become due and payable, or shall have
      been called for redemption, instead of issuing a replacement Note, the Issuer
      may pay such destroyed, lost or stolen Note when so due or payable or upon
      the
      redemption date without surrender thereof. If, after the delivery of such
      replacement Note or payment of a destroyed, lost or stolen Note pursuant to
      the
      proviso to the preceding sentence, a protected purchaser of the original Note
      in
      lieu of which such replacement Note was issued presents for payment such
      original Note, the Issuer and the Trustee shall be entitled to recover such
      replacement Note (or such payment) from the Person to whom it was delivered
      or
      any Person taking such replacement Note from such Person to whom such
      replacement Note was delivered or any assignee of such Person, except a
      protected purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, claim, liability,
      cost or expense incurred by the Issuer or the Trustee, its agents and/or
      counsel, in connection therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section 2.7, the Issuer may require
      the payment by the Holder of such Note of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in relation thereto and any other
      reasonable expenses (including the fees and expenses of the Trustee, its agents
      and/or counsel) connected therewith.

     

    Except
      as
      set forth in the first paragraph of this Section 2.7, every replacement Note
      issued pursuant to this Section 2.7 in replacement of any mutilated, destroyed,
      lost or stolen Note shall constitute an original additional contractual
      obligation of the Issuer, whether or not the mutilated, destroyed, lost or
      stolen Note shall be at any time enforceable by anyone, and shall be entitled
      to
      all the benefits of this Indenture equally and proportionately with any and
      all
      other Notes duly issued hereunder.

     

    The
      provisions of this Section 2.7 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    Section
      2.8  Persons Deemed Owner.
      Prior
      to due presentment for registration of transfer of any Note, the Issuer, the
      Trustee and any agent of the Issuer or the Trustee may treat the Person in
      whose
      name any Note is registered (as of the day of determination) as the owner of
      such Note for the purpose of receiving payments of principal of and interest,
      if
      any, on such Note and for all other purposes whatsoever, whether or not such
      Note is overdue, and neither the Issuer, the Trustee nor any agent of the Issuer
      or the Trustee shall be affected by notice to the contrary.

     

    Section
      2.9  Payment
      of Principal and Interest; Defaulted Interest.
      

     

    
      	(a)  	
              The
                Notes of each Class shall accrue interest from and including the
                Closing
                Date at the Note Interest Rate for that Class. Interest on the Class
                A-1
                Notes will be computed on the basis of a 360-day year consisting
                of twelve
                30-day months. Interest on the Class A-2 Notes will be calculated
                on the
                basis of a 360-day year and the actual number of days that elapsed
                during
                the related Interest Accrual Period. Interest shall be due and payable
                on
                September 20, 2005 and 

            


    

     

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    
      	
            	
              each
                Payment Date thereafter until all principal amounts on the Notes
                have been
                repaid. The amount of interest due and payable on the Notes with
                respect
                to each Payment Date shall be an amount equal to the Accrued Interest
                with
                respect to such Payment Date. Any installment of interest or principal,
                if
                any, or any other amount, payable on any Note which is punctually
                paid or
                duly provided for by the Issuer on the applicable Payment Date shall
                be
                paid to the Person in whose name such Note (or one or more Predecessor
                Notes) is registered on the Record Date, by check mailed first-class,
                postage prepaid to such Person’s address as it appears on the Note
                Register on such Record Date, (i) except that with respect to Notes
                registered on the Record Date in the name of the nominee of the Clearing
                Agency (initially, such nominee to be Cede & Co.), payment will be
                made by wire transfer in immediately available funds to the account
                designated by such nominee, and (ii) except for (A) the final
                installment of principal payable with respect to such Note on a Payment
                Date and (B) the redemption price for any Note called for redemption
                pursuant to Section 2.18, in each case which shall be payable as
                provided
                below; provided,
                however,
                that the Insurer will be subrogated to the rights of each Noteholder
                to
                receive payments of principal and interest, as applicable, with respect
                to
                distributions on the Notes to the extent of any payment by the Insurer
                under the Insurance Policy and the Insurer will be reimbursed therefor,
                together with interest thereon as provided in the Insurance Agreement,
                in
                accordance with Sections 3.1 and
                11.7.

            


    

     

    
      	(b)  	
              To
                the extent of Available Funds, principal shall be due and payable
                on the
                Notes as provided in Section 3.1(a) or if a Rapid Amortization Event
                has
                occurred and is continuing as provided in Section 3.1(b), and the
                principal amount of the Notes to the extent not previously paid,
                shall be
                due and payable on the Rated Final Maturity Date. Notwithstanding
                the
                foregoing, the entire unpaid principal amount of the Notes shall
                be due
                and payable, if not previously paid, on the date on which an Event
                of
                Default described in Section 11.1 shall have occurred and be continuing,
                if the Notes have been declared to be immediately due and payable
                as
                provided in Section 11.1. Principal payments on the Notes shall be
                made
                pro rata to the Noteholders entitled thereto. The Insurer will be
                subrogated to the rights of each Noteholder to receive payments of
                principal with respect to distributions on the Notes to the extent
                of any
                payment by the Insurer under the Insurance Policy and the Insurer
                will be
                reimbursed therefor, together with interest thereon as provided in
                the
                Insurance Agreement, in accordance with Sections 3.1 and
                11.7.

            


    

     

    Notices
      in connection with redemptions of Notes shall be mailed or sent by facsimile
      to
      Noteholders, the Insurer and the Swap Counterparty as provided in Section
      15.5.

     

    
      	(c)  	
              If
                the Issuer defaults in a payment of interest on the Notes when such
                interest becomes due and payable on any Payment Date, the Issuer
                shall pay
                defaulted interest (plus interest on such defaulted interest to the
                extent
                lawful) at the applicable Note Interest Rate in any lawful manner.
                Unless
                the interest shall have been paid by the Insurer, the Issuer may
                pay such
                defaulted interest to the persons who are Noteholders on a subsequent
                special record date, which date shall be fixed or caused to be fixed
                by
                the Issuer and shall be at least three Business Days prior to the
                payment
                date. The Issuer shall fix or cause to be fixed any such payment
                date,
                and, prior to the third Business Day prior to any such special record
                date, the Issuer shall mail or transmit by facsimile to each Noteholder,
                the Insurer and the Swap Counterparty a notice that states the special
                record date, the payment date and the amount of defaulted interest
                to be
                paid. 

            


    

     

     

    
      
         

      

      
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      	(d)  	
              Holders
                of a beneficial interest in Notes sold in reliance on Regulation
                S as
                Temporary Regulation S Global Notes are prohibited from receiving
                payments
                or from exchanging beneficial interests in such Temporary Regulation
                S
                Global Notes for Permanent Regulation S Global Notes until the later
                of
                (i) the expiration of the Distribution Compliance Period (the
                “Exchange
                Date”)
                and (ii) the furnishing of a certificate, substantially in the form
                of
                Exhibit C attached hereto, certifying that the beneficial owner of
                the
                Temporary Regulation S Global Note is a non-U.S. person (a “Regulation
                S Certificate”)
                as provided in Section 2.12.

            


    

     

    Section
      2.10  Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Trustee, be delivered to
      the
      Trustee and shall, following its receipt thereof, be promptly canceled by the
      Trustee. The Issuer may at any time deliver to the Trustee for cancellation
      any
      Notes previously authenticated and delivered hereunder which the Issuer may
      have
      acquired in any manner whatsoever, and all Notes so delivered shall, following
      its receipt thereof, be promptly canceled by the Trustee. No Notes shall be
      authenticated in lieu of or in exchange for any Notes canceled as provided
      in
      this Section 2.10, except as expressly permitted by this Indenture. All canceled
      Notes shall be returned to the Issuer.

     

    Section
      2.11  Global
      Notes.
      The
      Notes, upon original issuance, will be issued in global form (i) to QIBs in
      transactions exempt from the registration requirements of the Securities Act
      in
      reliance on Rule 144A, as a single note in fully registered form, without
      interest coupons (the “Rule
      144A Global Note”),
      authenticated and delivered in substantially the forms attached hereto included
      in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the
      meaning of Regulation S), in fully registered form, without interest coupons
      (the “Temporary
      Regulation S Global Note”),
      authenticated and delivered in substantially the forms attached hereto included
      in Exhibit A. Such Notes shall be delivered to The Depository Trust Company,
      the
      initial Clearing Agency, by, or on behalf of, the Issuer and shall initially
      be
      registered on the Note Register in the name of Cede & Co., the nominee of
      the initial Clearing Agency, and no Note Owner will receive a Definitive Note
      representing such Note Owner’s interest in such Note, except as provided in
      Section 2.15. Unless and until definitive, fully registered Notes (the
“Definitive
      Notes”)
      have
      been issued to Note Owners pursuant to Section 2.15:

     

    
      	(i)  	
              the
                provisions of this Section 2.11 shall be in full force and
                effect;

            


    

     

    
      	(ii)  	
              the
                Note Registrar and the Trustee shall be entitled to deal with the
                Clearing
                Agency for all purposes of this Indenture (including the payment
                of
                principal of and interest on the Notes and the giving of instructions
                or
                directions hereunder) as the sole holder of the Notes (except to
                the
                extent that the Insurer is entitled to such payments), and shall
                have no
                obligation to the Note Owners;

            


    

     

    
      	(iii)  	
              to
                the extent that the provisions of this Section 2.11 conflict with
                any
                other provisions of this Indenture, the provisions of this Section
                2.11
                shall control;

            


    

     

    
      	(iv)  	
              the
                rights of Note Owners shall be exercised only through the Clearing
                Agency
                and shall be limited to those established by law and agreements between
                such Note Owners and the Clearing Agency and/or the Clearing Agency
                Participants in accordance with the Depository Agreement. Unless
                and until
                Definitive Notes are issued 

            


    

     

     

    
      
         

      

      
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              pursuant
                to Section 2.15, the initial Clearing Agency will make book-entry
                transfers among the Clearing Agency Participants and receive and
                transmit
                payments of principal of and interest on the Notes to such Clearing
                Agency
                Participants;

            


    

     

    
      	(v)  	
              whenever
                this Indenture requires or permits actions to be taken based upon
                instructions or directions of Holders of Notes evidencing a specified
                percentage of the Aggregate Principal Amount of the Notes, the Clearing
                Agency shall be deemed to represent such percentage only to the extent
                that it has received instructions to such effect from Note Owners
                and/or
                Clearing Agency Participants owning or representing, respectively,
                such
                required percentage of the Aggregate Principal Amount of the Notes
                and has
                delivered such instructions to the Trustee;
                and

            


    

     

    
      	(vi)  	
              the
                Notes may not be transferred as a whole except by the Clearing Agency
                to a
                nominee of the Clearing Agency or by a nominee of the Clearing Agency
                to
                the Clearing Agency or another nominee of the Clearing Agency or
                by the
                Clearing Agency or any such nominee to a successor Clearing Agency
                or a
                nominee of such successor Clearing
                Agency.

            


    

     

    Section
      2.12  Regulation
      S Global Notes.

     

    
      	(a)  	
              Notes
                issued in reliance on Regulation S under the Securities Act will
                initially
                be in the form of a Temporary Regulation S Global Note. Any beneficial
                interest in a Note evidenced by the Temporary Regulation S Global
                Note is
                exchangeable for a beneficial interest in a Note in fully registered,
                global form, without interest coupons, authenticated and delivered
                in
                substantially the form with respect to each Class attached hereto
                in
                Exhibit A (the “Permanent
                Regulation S Global Note”),
                upon the later of (i) the Exchange Date and (ii) the furnishing of a
                Regulation S Certificate.

            


    

     

    
      	(b)  	
              (i)
                On or prior to the Exchange Date, each owner of a beneficial interest
                in a
                Temporary Regulation S Global Note shall deliver to Euroclear or
                Clearstream (as applicable) a Regulation S Certificate; provided,
                however,
                that any owner of a beneficial interest in a Temporary Regulation
                S Global
                Note on the Exchange Date or on any Payment Date that has previously
                delivered a Regulation S Certificate hereunder shall not be required
                to
                deliver any subsequent Regulation S Certificate (unless the certificate
                previously delivered is no longer true as of such subsequent date,
                in
                which case such owner shall promptly notify Euroclear or Clearstream,
                as
                applicable, thereof and shall deliver an updated Regulation S
                Certificate). Euroclear and/or Clearstream, as applicable, shall
                deliver
                to the Paying Agent or the Trustee a certificate substantially in
                the form
                of Exhibit C (a “Non-U.S.
                Certificate”)
                attached hereto promptly upon the receipt of each such Regulation
                S
                Certificate, and no such owner (or transferee from such owner) shall
                be
                entitled to receive a beneficial interest in a Permanent Regulation
                S
                Global Note or any payment of or principal of interest on or any
                other
                payment with respect to its beneficial interest in a Temporary Regulation
                S Global Note prior to the Paying Agent or the Trustee receiving
                such
                Non-U.S. Certificate from Euroclear or Clearstream with respect to
                the
                portion of the Temporary Regulation S Global Note owned by such owner
                (and, with respect to a beneficial interest in the Permanent Regulation
                S
                Global Note, prior to the Exchange
                Date).

            


    

     

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    
      	(c)  	
              Any
                payments of principal of, interest on or any other payment on a Temporary
                Regulation S Global Note received by Euroclear or Clearstream with
                respect
                to any portion of such Regulation S Global Note owned by a Note Owner
                that
                has not delivered the Regulation S Certificate required by this
                Section 2.12 shall be held by Euroclear and Clearstream solely as
                agents
                for the Paying Agent and the Trustee. Euroclear and Clearstream shall
                remit such payments to the applicable Note Owner (or to a Euroclear
                or
                Clearstream member on behalf of such Note Owner) only after Euroclear
                or
                Clearstream has received the requisite Regulation S Certificate.
                Until the Paying Agent or the Trustee has received a Non-U.S. Certificate
                from Euroclear or Clearstream, as applicable, that it has received
                the
                requisite Regulation S Certificate with respect to the ownership
                of a
                beneficial interest in any portion of a Temporary Regulation S Global
                Note, the Paying Agent or the Trustee may revoke the right of Euroclear
                or
                Clearstream, as applicable, to hold any payments made with respect
                to such
                portion of such Temporary Regulation S Global Note. If the Paying
                Agent or
                the Trustee exercises its right of revocation pursuant to the immediately
                preceding sentence, Euroclear or Clearstream, as applicable, shall
                return
                such payments to the Paying Agent or the Trustee and the Trustee
                shall
                hold such payments in the Collection Account until Euroclear or
                Clearstream, as applicable, has provided the necessary Non-U.S.
                Certificates to the Paying Agent or the Trustee (at which time the
                Paying
                Agent shall forward such payments to Euroclear or Clearstream, as
                applicable, to be remitted to the Note Owner that is entitled thereto
                on
                the records of Euroclear or Clearstream (or on the records of their
                respective members)).

            


    

     

    Each
      Note
      Owner with respect to a Temporary Regulation S Global Note shall exchange its
      beneficial interest therein for a beneficial interest in a Permanent Regulation
      S Global Note on or after the Exchange Date upon furnishing to Euroclear or
      Clearstream (as applicable) the Regulation S Certificate and upon receipt by
      the
      Paying Agent or the Trustee, as applicable, of the Non-U.S. Certificate thereof
      from Euroclear or Clearstream, as applicable, in each case pursuant to the
      terms
      of this Section 2.12. On and after the Exchange Date, upon receipt by the Paying
      Agent or the Trustee of any Non-U.S. Certificate from Euroclear or Clearstream
      described in the immediately preceding sentence (i) with respect to the first
      such certification, the Issuer shall execute, upon receipt of an order to
      authenticate, and the Trustee shall authenticate and deliver to the Clearing
      Agency Custodian the applicable Permanent Regulation S Global Note and (ii)
      with respect to the first and all subsequent certifications, the Clearing Agency
      Custodian shall exchange on behalf of the applicable owners the portion of
      the
      applicable Temporary Regulation S Global Note covered by such certification
      for
      a comparable portion of the applicable Permanent Regulation S Global Note.
      Upon
      any exchange of a portion of a Temporary Regulation S Global Note for a
      comparable portion of a Permanent Regulation S Global Note, the Clearing
      Agency Custodian shall endorse on the schedules affixed to each such Regulation
      S Global Note (or on continuations of such schedules affixed to each such
      Regulation S Global Note and made parts thereof) appropriate notations
      evidencing the date of transfer and (x) with respect to the Temporary Regulation
      S Global Note, a decrease in the principal amount thereof equal to the amount
      covered by the applicable certification and (y) with respect to the Permanent
      Regulation S Global Note, an increase in the principal amount thereof equal
      to
      the principal amount of the decrease in the Temporary Regulation S Global Note
      pursuant to clause (x) above.

     

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

    

     

    Section
      2.13  Special Transfer Provisions.

     

    
      	(a)  	
              If
                a holder of a beneficial interest in the Rule 144A Global Note wishes
                at
                any time to exchange its beneficial interest in the Rule 144A Global
                Note
                for a beneficial interest in the Regulation S Global Note, or to
                transfer
                a beneficial interest in the Rule 144A Global Note to a person who
                wishes
                to take delivery thereof in the form of a beneficial interest in
                the
                Regulation S Global Note, such holder may, subject to the rules and
                procedures of the Clearing Agency and to the requirements set forth
                in the
                following sentence, exchange or cause the exchange or transfer or
                cause
                the transfer of the beneficial interest for an equivalent beneficial
                interest in the Regulation S Global Note. Upon receipt by the Trustee
                of
                (1) instructions given in accordance with the Clearing Agency’s procedures
                from or on behalf of a Note Owner of the Rule 144A Global Note, directing
                the Trustee (via the Clearing Agency’s Deposit/Withdrawal of Custodian
                System (“DWAC”)),
                as transfer agent, to credit or cause to be credited a beneficial
                interest
                in the Regulation S Global Note in an amount equal to the beneficial
                interest in the Rule 144A Global Note to be exchanged or transferred,
                (2) a written order in accordance with the Clearing Agency’s
                procedures containing information regarding the Euroclear or Clearstream
                account to be credited with such increase and the name of such account,
                and (3) a certificate given by such Note Owner stating that the exchange
                or transfer of such beneficial interest has been made pursuant to
                and in
                accordance with Rule 903 or Rule 904 of Regulation S under the Securities
                Act, the Trustee, as transfer agent, shall promptly deliver appropriate
                instructions to the Clearing Agency (via DWAC), its nominee, or the
                custodian for the Clearing Agency, as the case may be, to reduce
                or
                reflect on its records a reduction of the Rule 144A Global Note by
                the
                aggregate principal amount of the beneficial interest in the Rule
                144A
                Global Note to be so exchanged or transferred from the relevant
                participant, and the Trustee, as transfer agent, shall promptly deliver
                appropriate instructions (via DWAC) to the Clearing Agency, its nominee,
                or the custodian for the Clearing Agency, as the case may be, concurrently
                with such reduction, to increase or reflect on its records an increase
                of
                the principal amount of such Regulation S Global Note by the aggregate
                principal amount of the beneficial interest in the Rule 144A Global
                Note
                to be so exchanged or transferred, and to credit or cause to be credited
                to the account of the person specified in such instructions (who
                may be
                Euroclear Bank S.A./N.V., as operator of Euroclear or Clearstream
                or
                another agent member of Euroclear, or Clearstream, or both, as the
                case
                may be, acting for and on behalf of them) a beneficial interest in
                such
                Regulation S Global Note equal to the reduction in the principal
                amount of
                the Rule 144A Global Note. Notwithstanding anything to the contrary,
                the
                Trustee may conclusively rely upon the completed schedule set forth
                in the
                certificate representing the Notes.

            


    

     

    
      	(b)  	
              If
                a holder of a beneficial interest in the Regulation S Global Note
                wishes
                at any time to exchange its beneficial interest in the Regulation
                S Global
                Note for a beneficial interest in the Rule 144A Global Note, or to
                transfer a beneficial interest in the Regulation S Global Note to
                a person
                who wishes to take delivery thereof in the form of beneficial interest
                in
                the Rule 144A Global Note, such holder may, subject to the rules
                and
                procedures of Euroclear or Clearstream and the Clearing Agency, as
                the
                case may be, and to the requirements set forth in the following sentence,
                exchange or cause the exchange or transfer or cause the transfer
                of such
                beneficial interest for an equivalent beneficial interest in the
                Rule 144A
                Global Note. Upon receipt by the Trustee, as transfer agent, of (1)
                instructions given in accordance with the procedures of Euroclear
                or
                Clearstream and the Clearing Agency, as the case may be, from or
                on behalf
                of a Note Owner of the Regulation S Global Note directing the Trustee,
                as
                transfer agent, 

            


    

     

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

    
      	  	
              to
                credit or cause to be credited a beneficial interest in the Rule
                144A
                Global Note in an amount equal to the beneficial interest in the
                Regulation S Global Note to be exchanged or transferred, (2) a written
                order given in accordance with the procedures of Euroclear or Clearstream
                and the Clearing Agency, as the case may be, containing information
                regarding the account with the Clearing Agency to be credited with
                such
                increase and the name of such account, and (3) prior to the expiration
                of
                the Distribution Compliance Period, a certificate given by such Note
                Owner
                stating that the person transferring such beneficial interest in
                such
                Regulation S Global Note reasonably believes that the person acquiring
                such beneficial interest in the Rule 144A Global Note is a QIB and
                is
                obtaining such beneficial interest for its own account or the account
                of a
                QIB in a transaction meeting the requirements of Rule 144A under
                the
                Securities Act and any applicable securities laws of any state of
                the
                United States or any other jurisdiction, the Trustee, as transfer
                agent,
                shall promptly deliver (via DWAC) appropriate instructions to the
                Clearing
                Agency, its nominee, or the custodian for the Clearing Agency, as
                the case
                may be, to reduce or reflect on its records a reduction of the Regulation
                S Global Note by the aggregate principal amount of the beneficial
                interest
                in such Regulation S Global Note to be exchanged or transferred,
                and the
                Trustee, as transfer agent, shall promptly deliver (via DWAC) appropriate
                instructions to the Clearing Agency, its nominee, or the custodian
                for the
                Clearing Agency, as the case may be, concurrently with such reduction,
                to
                increase or reflect on its records an increase of the principal amount
                of
                the Rule 144A Global Note by the aggregate principal amount of the
                beneficial interest in the Regulation S Global Note to be so exchanged
                or
                transferred, and to credit or cause to be credited to the account
                of the
                person specified in such instructions a beneficial interest in the
                Rule
                144A Global Note equal to the reduction in the principal amount of
                the
                Regulation S Global Note. After the expiration of the Distribution
                Compliance Period, the certification requirement set forth in clause
                (3)
                of the second sentence of this subsection 2.13(b) will no longer
                apply to
                such exchanges and transfers. Notwithstanding anything to the contrary,
                the Trustee may conclusively rely upon the completed schedule set
                forth in
                the certificate representing the
                Notes.

            


    

     

    
      	(c)  	
              Any
                beneficial interest in one of the Global Notes that is transferred
                to a
                person who takes delivery in the form of a beneficial interest in
                the
                other Global Note will, upon transfer, cease to be an interest in
                such
                Global Note and become a beneficial interest in the other Global
                Note and,
                accordingly, will thereafter be subject to all transfer restrictions
                and
                other procedures applicable to beneficial interests in such other
                Global
                Note for as long as it remains such a beneficial
                interest.

            


    

     

    
      	(d)  	
              Until
                the later of the Exchange Date and the provision of the certifications
                required by Section 2.9(d), beneficial interests in a Regulation
                S Global
                Note may only be held through Euroclear Bank S.A./N.V., as operator
                of
                Euroclear or Clearstream, or another agent member of Euroclear and
                Clearstream acting for and on behalf of them. During the Distribution
                Compliance Period, beneficial interests in the Regulation S Global
                Note
                may be exchanged for beneficial interests in the Rule 144A Global
                Note
                only in accordance with the certification requirements described
                above.

            


    

     

    Section
      2.14  Notices to
      Clearing Agency.
      Whenever a notice or other communication to the Holders of the Notes is required
      under this Indenture, unless and until Definitive Notes shall have been issued
      to Note Owners pursuant to Section 2.15, the Trustee shall give all such


     

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

     

    notices
      and communications specified herein to be given to Holders of the Notes to
      the
      Clearing Agency, and shall have no obligation to the Note Owners.

     

    Section
      2.15  Definitive
      Notes.
      If (i)
      the Issuer advises the Trustee in writing that the Clearing Agency is no longer
      willing or able to properly discharge its responsibilities with respect to
      the
      Notes, and the Issuer is unable to locate a qualified successor, or (ii) to
      the extent permitted by law, the Issuer, at its option advises the Trustee
      in
      writing that it elects to terminate the book-entry system through the Clearing
      Agency, or (iii) after the occurrence of an Event of Default or a Servicer
      Default, Note Owners of beneficial interests aggregating a majority of the
      Aggregate Principal Amount of the Notes advise the Issuer and the Clearing
      Agency in writing that the continuation of a book-entry system through the
      Clearing Agency is no longer in the best interests of the Note Owners, then
      the
      Clearing Agency shall notify all Note Owners and the Trustee of the occurrence
      of any such event and of the availability of Definitive Notes to Note Owners.
      Upon surrender to the Trustee of the word-processed Note or Notes representing
      the Global Notes by the Clearing Agency, accompanied by registration
      instructions, the Issuer shall execute and the Trustee shall authenticate the
      Definitive Notes in accordance with the instructions of the Clearing Agency.
      None of the Issuer, the Note Registrar or the Trustee shall be liable for any
      delay in delivery of such instructions and may conclusively rely on, and shall
      be protected in relying on, such instructions. Upon the issuance of Definitive
      Notes to Note Owners, the Trustee shall recognize the Holders of such Definitive
      Notes as Noteholders.

     

    Section
      2.16  Payments
      on the Notes.

     

    
      	(a)  	
              Subject
                to the availability of funds and to the Priority of Payments, the
                Notes
                will provide for (i) the payment of Accrued Interest on each Payment
                Date
                until the earlier of the date on which all Notes are paid in full
                and the
                Rated Final Maturity Date and (ii) (A) absent the occurrence and
                continuation of a Rapid Amortization Event, the payment of the Principal
                Distribution Amount on each Payment Date until the earlier of the
                date on
                which all Notes are paid in full and the Rated Final Maturity Date
                or (B)
                if a Rapid Amortization Event has occurred and is continuing, the
                payment
                of all Available Funds remaining after the application of clause
“EIGHTH”
                in subsection 3.1(a) in respect of principal until the earlier of
                the date
                on which all Notes are paid in full and the Rated Final Maturity
                Date. All
                outstanding principal of the Notes will be due and payable (unless
                paid on
                an earlier date) on the Rated Final Maturity Date. On the Rated Final
                Maturity Date Noteholders will be entitled to the Reserve Draw Amount
                for
                such date, if any and all remaining Available Funds necessary to
                reduce
                the Aggregate Principal Amount of the Notes to
                zero.

            


    

     

    
      	(b)  	
              Interest
                and principal payable in respect of the Notes of any Class on any
                Payment
                Date shall be paid to the Holders of the Notes of such Class as of
                the
                related Record Date; provided,
                however,
                that the Insurer will be subrogated to the rights of each Noteholder
                to
                receive payments of principal and interest, as applicable, with respect
                to
                distributions on the Notes to the extent of any payment by the Insurer
                under the Insurance Policy and the Insurer will be reimbursed therefor,
                together with interest thereon as provided in the Insurance Agreement
                in
                accordance with Sections 3.1 and
                11.7.

            


    

     

    
      	(c)  	
              All
                reductions in the principal amount of a Note (or one or more predecessor
                Notes) effected by payments of installments of principal made on
                any
                Payment Date shall be 

            


    

     

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

     

    
      	  	
              binding
                upon all future Holders of such Note and of any Note issued upon
                the
                registration of transfer thereof or in exchange therefor or in lieu
                thereof, whether or not such payment is noted on such Note; provided,
                however,
                that any installment of principal that (i) is subsequently rescinded
                or
                recaptured or (ii) is paid by the Insurer as a result of a draw under
                the
                Insurance Policy shall not be considered paid by the
                Issuer.

            


    

     

    
      	(d)  	
              Notwithstanding
                any other provision of this Indenture, principal of, interest on
                and all
                other amounts payable on or in respect of the Notes will constitute
                limited recourse obligations of the Issuer secured by, and payable
                from
                and to the extent of available proceeds of, the Collateral and any
                amounts
                paid by the Insurer pursuant to claims made under the Insurance Policy.
                The Holders of the Notes shall have recourse to the Issuer only to
                the
                extent of the Collateral, and following realization of the Collateral
                and
                all amounts available to the Trustee under the Insurance Policy,
                any
                claims of the Holders of the Notes shall be extinguished and shall
                not
                revive thereafter. Neither the Issuer, nor any of its respective
                agents,
                members, partners, beneficiaries, officers, directors, employees
                or any
                Affiliate of any of them or any of their respective successors or
                assigns
                or any other Person or entity shall be personally liable for any
                amounts
                payable, or performance due, under the Notes or this Indenture. It
                is
                understood that the foregoing provisions of this paragraph shall
                not (i)
                prevent recourse to the Collateral for the sums due or to become
                due under
                any security, instrument or agreement which is secured by the Collateral,
                or (ii) constitute a waiver, release or discharge of any indebtedness
                or
                obligation evidenced by the Notes or secured by this Indenture until
                such
                Collateral has been realized whereupon any outstanding indebtedness
                or
                obligation shall be extinguished. It is further understood that the
                foregoing provisions of this paragraph shall not limit the right
                of any
                Person to name the Issuer as party defendant in any action, suit
                or in the
                exercise of any other remedy under the Notes or in this Indenture,
                so long
                as no judgment in the nature of a deficiency judgment or seeking
                personal
                liability shall be asked for or (if obtained) enforced against the
                Issuer.

            


    

     

    
      	(e)  	
              For
                so long as any of the Notes are listed on the Luxembourg Stock Exchange
                or
                any other stock exchange, to the extent required by the rules of
                such
                exchange, the Issuer or, upon Issuer Order, the Trustee, in the name
                and
                at the expense of the Issuer, shall notify such stock exchange in
                the
                event that the Notes do not receive scheduled payments of principal
                or
                interest on any Payment Date and the Servicer at the expense of the
                Issuer
                will arrange for publication of such information in a daily newspaper
                in
                Luxembourg or as otherwise required by such stock
                exchange.

            


    

     

    Section
      2.17  [Reserved].
      

     

    Section
      2.18  Clean-Up
      Call.
      The
      Notes are subject to redemption by the Issuer on any Payment Date on or after
      the date on which the Aggregate Loan Balance as of the end of the related Due
      Period is 10% or less of the Aggregate Loan Balance as of the Cut-Off Date.
      The
      redemption price will be equal to the Aggregate Principal Amount plus accrued
      and unpaid interest to the date of redemption; provided
      that any
      Termination Payments due to the Swap Counterparty under the Interest Rate Swap
      plus all amounts then due and owing to the Insurer under the Insurance Agreement
      will be required to be paid concurrently with or prior to any such redemption.
      

     

    
      
         

      

      
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    At
      any
      time after the Issuer has delivered notice of an optional redemption, the Issuer
      will deposit or cause to be deposited funds into the Collection Account
      sufficient to pay all principal and interest due or to become due on the Notes
      in connection with such redemption, plus related costs and expenses incurred
      or
      to be incurred by the Trustee, plus all amounts then due and owing to the Swap
      Counterparty and to the Insurer under the Insurance Agreement. The Trustee
      will
      invest the funds in the Collection Account in specific investments pursuant
      to
      this Indenture and will apply such funds deposited into the Collection Account
      and earnings on such funds to the payment in full of all principal and interest
      due on the Notes and amounts owing to the Swap Counterparty and the Insurer.
      Upon the full and final payment of the Notes and all interest thereon and upon
      payment of all amounts due to the Swap Counterparty and the Insurer, and at
      the
      written direction of the Issuer, the Collateral Agent will release its lien
      on
      the Collateral.

     

    Section
      2.19  Authentication
      Agent.

     

    
      	(a)  	
              The
                Trustee may appoint one or more Authentication Agents with respect
                to the
                Notes which shall be authorized to act on behalf of the Trustee in
                authenticating the Notes in connection with the issuance, delivery,
                registration of transfer, exchange or repayment of the Notes. Whenever
                reference is made in this Indenture to the authentication of Notes
                by the
                Trustee or the Trustee’s certificate of authentication, such reference
                shall be deemed to include authentication on behalf of the Trustee
                by an
                Authentication Agent and a certificate of authentication executed
                on
                behalf of the Trustee by an Authentication Agent. Each Authentication
                Agent must be acceptable to the Issuer and the
                Servicer.

            


    

     

    
      	(b)  	
              Any
                institution succeeding to the corporate agency business of an
                Authentication Agent shall continue to be an Authentication Agent
                without
                the execution or filing of any paper or any further act on the part
                of the
                Trustee or such Authentication
                Agent.

            


    

     

    
      	(c)  	
              An
                Authentication Agent may at any time resign by giving notice of
                resignation to the Trustee, the Swap Counterparty and to the Issuer.
                The
                Trustee may at any time terminate the agency of an Authentication
                Agent by
                giving notice of termination to such Authentication Agent and to
                the
                Issuer, the Insurer, the Swap Counterparty and the Servicer. Upon
                receiving such a notice of resignation or upon such a termination,
                or in
                case at any time an Authentication Agent shall cease to be acceptable
                to
                the Trustee or the Issuer, the Trustee may promptly appoint a successor
                Authentication Agent. Any successor Authentication Agent upon acceptance
                of its appointment hereunder shall become vested with all the rights,
                powers and duties of its predecessor hereunder, with like effect
                as if
                originally named as an Authentication Agent. No successor Authentication
                Agent shall be appointed unless acceptable to the Issuer and the
                Servicer.

            


    

     

    
      	(d)  	
              The
                Issuer agrees to pay to each Authentication Agent from time to time
                reasonable compensation for its services under this Section
                2.19.

            


    

     

    
      	(e)  	
              The
                provisions of Sections 13.1 and 13.3 shall be applicable to any
                Authentication Agent.

            


    

     

     

    
      
         

      

      
        45

        
          

        

      

      
         

      

    

     

    
      	(f)  	
              Pursuant
                to an appointment made under this Section 2.19, the Notes may have
                endorsed thereon, in lieu of or in addition to the Trustee’s certificate
                of authentication, an alternative certificate of authentication in
                substantially the following form:

            


    

     

    “This
      is
      one of the Notes described in the within-mentioned Agreement.

     

    ________________________________

    


    ________________________________

    as
      Authentication Agent

    for
      the
      Trustee

    


    


    By:
      ____________________________

    Authorized
      Signatory”

    


    Section
      2.20  Appointment
      of Paying Agent.
      The
      Paying Agent shall make payments to Noteholders from the Collection Account
      or
      other applicable Account pursuant to the provisions of this Indenture and shall
      report the amounts of such distributions to the Issuer. Any Paying Agent shall
      have the revocable power to withdraw funds from the Collection Account or other
      applicable Account for the purpose of making the distributions referred to
      above. The Issuer (with the prior written consent of the Insurer) may revoke
      such power and remove the Paying Agent if the Issuer determines in its sole
      discretion that the Paying Agent shall have failed to perform its obligations
      under this Indenture in any material respect. The Issuer (with the prior written
      consent of the Insurer) reserves the right at any time to vary or terminate
      the
      appointment of a Paying Agent for the Notes, and to appoint additional or other
      Paying Agents, provided
      that it
      will at all times maintain the Trustee as a Paying Agent. In the event that
      any
      Paying Agent shall resign, the Issuer (with the prior written consent of the
      Insurer) may appoint a successor to act as Paying Agent. Any reference in this
      Indenture to the Paying Agent shall include any co-paying agent unless the
      context requires otherwise.

     

    Section
      2.21  Confidentiality.
      The
      Trustee and the Collateral Agent hereby agree not to disclose to any Person
      any
      name or address of any Obligor under any Pledged Loan or other information
      contained in the Loan Schedule or the data transmitted to the Trustee or the
      Collateral Agent hereunder, except (i) as may be required by law, rule,
      regulation or order applicable to it or in response to any subpoena or other
      valid legal process, (ii) as may be necessary in connection with any request
      of
      any federal or state regulatory authority having jurisdiction over it or the
      National Association of Insurance Commissioners, (iii) in connection with the
      performance of its duties hereunder, (iv) to a Successor Servicer appointed
      pursuant to Section 12.2, (v) in enforcing the rights of Noteholders and (vi)
      as
      requested by any Person in connection with the financing statements filed
      pursuant to the Transaction Documents. The Trustee and the Collateral Agent
      hereby agree to take such measures as shall be reasonably requested by the
      Issuer of it to protect and maintain the security and confidentiality of such
      information. The Trustee and the Collateral Agent shall use reasonable efforts
      to provide the Issuer with written notice five days prior to any disclosure
      pursuant to this Section 2.21.

     

    Nothing
      in the foregoing paragraph should, however, be construed to limit the ability
      of


     

     

    
      
         

      

      
        46

        
          

        

      

      
         

      

    

     

    the
      Trustee, the Insurer and the Collateral Agent (and their respective Affiliates,
      employees, officers, directors, agents and advisors) to disclose to any and
      all
      Persons, without limitation of any kind, the tax structure and tax treatment
      (as
      such terms are used in sections 6011, 6111, and 6112 of the Code and the
      regulations promulgated thereunder) of the Notes, and all materials of any
      kind
      (including opinions or other tax analyses) that have been provided to the
      Trustee, the Insurer or the Collateral Agent related to such tax structure
      and
      tax treatment. In this regard, the Trustee, the Insurer and the Collateral
      Agent
      acknowledge and agree that disclosure of the tax structure or tax treatment
      of
      the Notes is not limited in any way by an express or implied understanding
      or
      agreement, oral or written (whether or not such understanding or agreement
      is
      legally binding). Furthermore, the Trustee, the Insurer and the Collateral
      Agent
      acknowledge and agree that they do not know or have reason to know that the
      use
      or disclosure of information relating to the tax structure or tax treatment
      of
      the Notes is limited in any other manner (such as where the Notes are claimed
      to
      be proprietary or exclusive) for the benefit of any other Person. Neither the
      Trustee nor the Collateral Agent shall be permitted to disclose the tax
      structure and tax treatment of the Notes to the extent that such disclosure
      would constitute a violation of federal or state securities laws.

     

    Section
      2.22  144A
      Information.
      So long
      as the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, upon
      the request of a Holder of Notes, the Issuer shall promptly furnish or cause
      to
      be furnished to such Holder and to a prospective purchaser of such Note
      designated by such Holder, the information required to be delivered pursuant
      to
      Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A
      in
      connection with resales of the Notes in accordance with the terms hereof (such
      information being contemplated to consist of a copy of the Offering Circular
      together with all Monthly Servicing Reports delivered to the Issuer since the
      Closing Date).

     

    ARTICLE
      III  

    PAYMENTS,
      SECURITY AND ALLOCATIONS

     

    Section
      3.1  Priority
      of Payments, Rapid Amortization.

     

    
      	(a)  	
              The
                Trustee shall apply, based on written instruction to the Trustee
                from the
                Servicer, on each Payment Date, (i) Available Funds for that Payment
                Date
                on deposit in the Collection Account, (ii) pursuant to Section 3.5(b),
                the
                Reserve Account Draw Amount, if any, for that Payment Date and (iii)
                proceeds of any claims on the Insurance Policy to make the following
                payments and in the following order of priority (provided that claims
                on
                the Insurance Policy shall be used solely to pay interest and principal
                on
                the Notes):

            


    

     

    FIRST,
      to
      the Trustee the Monthly Trustee Fees and expenses of the Trustee to the extent
      not paid by the Servicer, plus accrued and unpaid Monthly Trustee Fees and
      expenses for prior Payment Dates; provided,
      however,
      that
      (i) any payments to the Trustee as reimbursement for expenses of the Trustee
      related to the transfer of servicing to a successor servicer and payable in
      priority FIRST will be limited to payments of $100,000 per calendar quarter
      and
      $340,000 in the aggregate, and (ii) payments to the Trustee as reimbursement
      for
      any other expenses of the Trustee will be limited to 

     

    
      
         

      

      
        47

        
          

        

      

      
         

      

    

     

    $10,000
      per calendar year as long as no Event of Default has occurred, and the Notes
      have not been accelerated, or the Collateral sold, pursuant to this
      Indenture;

     

    SECOND,
      to the Servicer, the Monthly Servicer Fee plus any unreimbursed Servicer
      Advances made in respect of any prior Payment Dates, plus any accrued and unpaid
      Monthly Servicer Fees;

     

    THIRD,
      to
      the Swap Counterparty, the Net Swap Payment, if any;

     

    FOURTH,
      to the extent not paid by the Servicer, to the Custodian the Monthly Custodian
      Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates,
      not to exceed an amount on such Payment Date equal to one-twelfth of 0.06%
      of
      the Aggregate Loan Balance as of the beginning of the related Due
      Period;

     

    FIFTH,
      to
      the extent not paid by the Servicer, to the Collateral Agent, the Monthly
      Collateral Agent Fee, plus any accrued and unpaid Monthly Collateral Agent
      Fees
      for prior Payment Dates;

     

    SIXTH,
      as
      long as no Insurer Default has occurred and is continuing, to the Insurer,
      any
      accrued and unpaid Insurer Premium;

     

    SEVENTH,
      to the holders of the Class A-1 Notes, Accrued Interest on the Class A-1 Notes,
      and to the holders of the Class A-2 Notes, Accrued Interest on the Class A-2
      Notes; to the extent that there are insufficient funds to pay both such amounts
      in full, such amounts shall be paid pro rata in proportion to their respective
      Class Percentages;

     

    EIGHTH,
      to the Insurer, any Reimbursement Amounts then due and owing to the
      Insurer;

     

    NINTH,
      (A) if
      no Rapid Amortization Event has occurred and is continuing, (i) first, to
      the Noteholders, the Principal Distribution Amount, allocated among the Classes
      pro rata based on their respective Class Percentages and (ii) second, to the
      Swap Counterparty, the unpaid Senior Priority Swap Termination Amount, if any;
      otherwise (B) if a Rapid Amortization Event has occurred and is continuing,
      all
      remaining Available Funds will be paid to the Noteholders and the Swap
      Counterparty according to subsection 3.1(b);

     

    TENTH,
      to
      the Noteholders of each Class, the Extra Principal Distribution Amount, pro
      rata
      in proportion to their respective Class Percentages;

     

    ELEVENTH,
      if the amount on deposit in the Reserve Account is less than the Reserve
      Required Amount, to the Reserve Account the remaining amount of Available Funds
      to the extent needed to increase the amount on deposit in the Reserve Account
      to
      the Reserve Required Amount;

     

    TWELFTH,
      (i) first, to the Insurer, any other amounts due to the Insurer pursuant to
      the
      Insurance Agreement and (ii) second, to the Trustee, any other amounts due
      to
      the Trustee under this Indenture; 

     

    
      
         

      

      
        48

        
          

        

      

      
         

      

    

     

    THIRTEENTH,
      to the Swap Counterparty, any amounts owing to the Swap Counterparty in respect
      of a termination of the Interest Rate Swap not paid pursuant to clause NINTH,
      above; and

     

    FOURTEENTH,
      to
      the
      Issuer, any remaining Available Funds free and clear of the lien of this
      Indenture.

     

    
      	(b)  	
              Rapid
                Amortization.
                If a Rapid Amortization Event occurs and is continuing, on each Payment
                Date all Available Funds remaining after application of clause “EIGHTH” in
                subsection (a) above shall be applied to pay principal of the Notes
                and
                the Senior Priority Swap Termination Amount, if any, as follows:
                (i) to
                the holders of the Class A-1 Notes the lesser of (a) the amount allocated
                to the Class A-1 Notes when all Available Funds are allocated pro
                rata
                between the Class A-1 Notes and the Class A-2 Notes in proportion
                to their
                respective Principal Amounts and (b) the Principal Amount of the
                Class A-1
                Notes and (ii) to the holders of the Class A-2 Notes and the Swap
                Counterparty, the lesser of (a) the amount allocated to the Class
                A-2
                Notes when all Available Funds are allocated pro rata between
                the Class A-1 Notes and the Class A-2 Notes in proportion to their
                respective Principal Amounts and (b) the Principal Amount of the
                Class A-2
                Notes and the Senior Priority Swap Termination Amount, if any, pro
                rata in
                proportion to the Principal Amount of the Class A-2 Notes and the
                unpaid
                Senior Priority Swap Termination Amount, respectively, until such
                amounts
                are reduced to zero; in addition, if the Payment Date is the Rated
                Final
                Maturity Date, all Reserve Account Draw Amounts for such date will
                be
                allocated pro rata between the Class A-1 Notes and Class A-2 Notes,
                in
                proportion to their respective Principal Amounts until the outstanding
                Principal Amounts have been reduced to
                zero.

            


    

     

    Funds
      remaining on any Payment Date after making the payments described in the
      preceding paragraph while a Rapid Amortization Event shall be in effect, shall
      be applied as provided in provisions TENTH through FOURTEENTH in subsection
      3.1(a) above. 

     

    (c) Application
      of Monies Collected During Event of Default.
      If the
      Notes have been accelerated following an Event of Default and such acceleration
      and its consequences have not been rescinded and annulled, and the Trustee
      has
      sold the Collateral, the proceeds collected by the Trustee pursuant to Article
      XI or otherwise with respect to such Notes shall be applied as provided in
      Section 11.7.

     

    Section
      3.2  Information
      Provided to Trustee.
      The
      Servicer shall promptly provide the Trustee in writing with all information
      necessary to enable the Trustee to make the payments and deposits required
      pursuant to Section 3.1 as required by Section 8.1 and the Trustee shall be
      entitled to rely thereon.

     

    Section
      3.3  Payments.
      On each
      Payment Date, the Trustee, as Paying Agent, shall distribute to the Holders
      and
      the other parties entitled thereto the amounts due and payable under this
      Indenture and the Notes.

     

    Section
      3.4  Collection
      Account.

     

    
      	(a)  	
              Collection
                Account.
                The Trustee, for the benefit of the Noteholders, the Insurer and
                the Swap
                Counterparty, shall establish and maintain in the name of the Trustee,
                a
                segregated 

            


    

     

     

    
      
         

      

      
        49

        
          

        

      

      
         

      

    

     

    
      	 	
              account
                designated as the “Cendant Timeshare 2005-1 Receivables Funding, LLC
                Series 2005-1 Collection Account” bearing a designation clearly indicating
                that the funds deposited therein are held for the benefit of the
                Noteholders, the Insurer and the Swap Counterparty pursuant to this
                Indenture. Deposits made into the Collection Account shall be limited
                to
                amounts deposited therein on the Closing Date, amounts paid to the
                Issuer
                under the terms of the Interest Rate Swap, Collections and other
                Available
                Funds and earnings on the Collection Account. If, at any time, the
                Collection Account ceases to be an Eligible Account, the Trustee
                (or the
                Servicer on its behalf) shall within 10 Business Days establish a
                new
                Collection Account as an Eligible Account and shall transfer any
                property
                in the Collection Account to the new Collection Account. So long
                as the
                Trustee is an Eligible Institution, the Collection Account may be
                maintained with it in an Eligible
                Account.

            


    

     

    
      	(b)  	
              Withdrawals.
                The Trustee shall have the sole and exclusive right to withdraw or
                order a
                transfer of funds from the Collection Account, in all events in accordance
                with the terms and provisions of this Indenture and the information
                most
                recently delivered to the Trustee pursuant to Section 8.1; provided,
                however,
                that the Trustee shall be authorized to accept and act upon instructions
                from the Servicer regarding withdrawals or transfers of funds from
                the
                Collection Account, in all events in accordance with the provisions
                of
                this Indenture and the information most recently delivered pursuant
                to
                Sections 3.1 and 8.1. In addition, notwithstanding anything in the
                foregoing to the contrary, the Trustee shall be authorized to accept
                instructions from the Servicer on a daily basis regarding withdrawals
                or
                order transfers of funds from the Collection Account, to the extent
                such
                funds either (i) have been mistakenly deposited into the Collection
                Account (including without limitation funds representing assessments
                or
                dues payable by Obligors to property owners associations or other
                entities) or (ii) relate to items subsequently returned for
                insufficient funds or as a result of stop payments. In the case of
                any
                withdrawal or transfer pursuant to the foregoing sentence, the Servicer
                shall provide the Trustee, the Insurer and the Swap Counterparty
                with
                notice of such withdrawal or transfer, together with reasonable supporting
                details, on the next Monthly Servicing Report to be delivered by
                the
                Servicer following the date of such withdrawal or transfer (or in
                such
                earlier written notice as may be required by the Trustee from the
                Servicer
                from time to time). Notwithstanding anything therein to the contrary,
                the
                Trustee shall be entitled to make withdrawals or order transfers
                of funds
                from the Collection Account, in the amount of all reasonable and
                appropriate out-of-pocket costs and expenses incurred by the Trustee
                in
                connection with any misdirected funds described in clause (i) and
                (ii) of
                the second foregoing sentence. Within two Business Days of receipt,
                the
                Servicer shall transfer all Collections and other proceeds of the
                Collateral processed by the Servicer to the Trustee for deposit into
                the
                Collection Account. The Trustee shall deposit or cause to be deposited
                into the Collection Account upon receipt the Release Price in respect
                of
                releases of Pledged Loans by the Issuer. On each Payment Date, the
                Trustee
                shall apply amounts in the Collection Account to make the payments
                and
                disbursements described in Section 3.1 and this Section
                3.4.

            


    

     

    
      	(c)  	
              Administration
                of the Collection Account.
                Funds in the Collection Account shall, at the direction of the Servicer,
                at all times be invested in Permitted Investments; provided,
                however,
                that all Permitted Investments shall mature on the Business Day preceding
                each Payment Date, in order to ensure that funds on deposit therein
                will
                be available on such Payment Date. Subject to the restrictions set
                forth
                in the first sentence of this subsection 3.4(c), the Servicer shall
                instruct the Trustee in writing regarding the investment of funds
                on
                deposit in the 

            


    

     

     

    
      
         

      

      
        50

        
          

        

      

      
         

      

    

     

    
      	  	
              Collection
                Account. All investment earnings on such funds shall be deemed to
                be
                available to the Trustee for the uses specified in this Indenture.
                The
                Trustee shall be fully protected in following the investment instructions
                of the Servicer, and shall have no obligation for keeping the funds
                fully
                invested at all times or for making any investments other than in
                accordance with such written investment instructions. If no investment
                instructions are received from the Servicer, the Trustee is authorized
                to
                invest the funds in Permitted Investments described in clause (v)
                of the
                definition thereof. In no event shall the Trustee be liable for any
                investment losses incurred in connection with the investment of funds
                on
                deposit in the Collection Account by the Trustee pursuant to this
                Indenture.

            


    

     

    
      	(d)  	
              Irrevocable
                Deposit.
                Any deposit made into the Collection Account hereunder shall, except
                as
                otherwise provided herein, be irrevocable and the amount of such
                deposit
                and any money, instruments, investment property or other property
                on
                deposit in, carried in or credited to the Collection Account hereunder
                and
                all interest thereon shall be held in trust by the Trustee and applied
                solely as provided herein.

            


    

     

    
      	(e)  	
              Source.
                All amounts delivered to the Trustee shall be accompanied by information
                in reasonable detail and in writing specifying the source and nature
                of
                the amounts.

            


    

     

    Section
      3.5  Reserve
      Account.

     

    
      	(a)  	
              Creation
                and Funding of the Reserve Account.
                The Trustee shall establish and maintain in the name of the Trustee,
                an
                Eligible Account designated as the “Cendant Timeshare 2005-1 Receivables
                Funding, LLC Reserve Account” bearing a designation clearly indicating
                that the funds deposited therein are held for the benefit of the
                Noteholders, the Insurer and the Swap Counterparty pursuant to this
                Indenture. The Reserve Account shall be under the sole dominion and
                control of the Trustee; however, if so directed by the Servicer,
                the
                Reserve Account may be an Eligible Account in the name of the Trustee
                opened at another Eligible Institution. If, at any time, the Reserve
                Account ceases to be an Eligible Account, the Trustee (or the Servicer
                on
                its behalf) shall within 10 Business Days establish a new Reserve
                Account
                as an Eligible Account and shall transfer any property in the Reserve
                Account to such new Reserve Account. So long as the Trustee is an
                Eligible
                Institution, the Reserve Account may be maintained with it in an
                Eligible
                Account.

            


    

     

    A
      deposit
      shall be made to the Reserve Account on the Closing Date in an amount equal
      to
      the Reserve Required Amount and, on each Payment Date, deposits shall be made
      to
      the Reserve Account to the extent provided in provision ELEVENTH of subsection
      3.1(a).

     

    
      	(b)  	
              Withdrawals
                from the Reserve Account.
                If Available Funds are not sufficient to pay (i) on each Payment
                Date
                prior to the Rated Final Maturity Date, those amounts described in
                provisions FIRST through NINTH(A)(i) of subsection 3.1(a) or (ii)
                on the
                Rated Final Maturity Date, those amounts described in provisions
                FIRST
                through NINTH(A)(i) of subsection 3.1(a) and all unpaid Principal
                Amounts
                on the Notes, the Trustee, at the direction of the Servicer, shall
                withdraw from the Reserve Account the lesser of the amounts sufficient
                to
                make such payments and the balance in the Reserve Account (the
                “Reserve
                Account Draw Amount”).
                On the Rated Final Maturity Date, the Noteholders will be entitled
                to the
                Reserve Account Draw Amount for such date, if
                any.

            


    

     

     

    
      
         

      

      
        51

        
          

        

      

      
         

      

    

     

    
      	(c)  	
              Release
                of Funds from Reserve Account.
                On each Payment Date, the Trustee shall withdraw all cash on deposit
                in
                the Reserve Account in excess of the Reserve Required Amount and
                deposit
                such amount in the Collection Account, for application on such Payment
                Date as Available Funds in accordance with Section 3.1 of this
                Indenture.

            


    

     

    
      	(d)  	
              Termination
                of Reserve Account.
                Any funds remaining in the Reserve Account after all Notes (including
                both
                principal and interest thereon) have been paid in full and in cash
                and all
                other obligations of the Issuer under this Indenture and the Notes,
                including all amounts owing to the Insurer and the Swap Counterparty,
                have
                been paid in full and in cash shall be remitted by the Trustee to
                the
                Issuer free and clear of the lien of this
                Indenture.

            


    

     

    
      	(e)  	
              Administration
                of the Reserve Account.
                Funds in the Reserve Account shall be invested in Permitted Investments
                as
                directed by the Servicer; provided,
                however,
                that all Permitted Investments shall mature on or before the next
                Payment
                Date. Subject to the restrictions set forth in the first sentence
                of this
                subsection (e), the Servicer shall instruct the Trustee in writing
                regarding the investment of funds on deposit in the Reserve Account.
                The
                Trustee shall be fully protected in following the investment instructions
                of the Servicer, and shall have no obligation for keeping the funds
                fully
                invested at all times or for making any investments other than in
                accordance with such written investment instructions. If no investment
                instructions are received from the Servicer, the Trustee is authorized
                to
                invest the funds in Permitted Investments described in clause (v)
                of the
                definition thereof. In no event shall the Trustee be liable for any
                investment losses incurred in connection with the investment of funds
                on
                deposit in the Reserve Account by the Trustee pursuant to this
                Indenture.

            


    

     

    
      	(f)  	
              Deposit
                Irrevocable.
                Any deposit made into the Reserve Account hereunder shall, except
                as
                otherwise provided herein, be irrevocable and the amount of such
                deposit
                and any money, instruments, investment property, or other property
                credited to, carried in, or deposited in the Reserve Account hereunder
                and
                all interest thereon shall be held in trust by the Trustee and applied
                solely as provided herein.

            


    

     

    Section
      3.6  Interest
      Rate Swap.

     

    
      	(a)  	
              The
                Issuer shall enter into the Interest Rate Swap, certain terms of
                which are
                set forth herein for the convenience of the parties thereto for
                incorporation therein by reference, with the Swap Counterparty on
                the
                Closing Date. The Interest Rate Swap shall have a termination date
                which
                is the earlier of the Payment Date occurring in May 2017 or when
                the
                notional amount thereunder has been reduced to zero, subject to early
                termination in accordance with the terms of the Interest Rate Swap.
                The
                Interest Rate Swap shall have a notional amount for each Interest
                Accrual
                Period equal to the Principal Amount of the Class A-2 Notes as of
                the
                close of business on the first day of such Interest Accrual Period.
                Under
                the Interest Rate Swap, the Issuer shall be the fixed rate payer
                and shall
                pay a fixed rate of 4.6845% and the Swap Counterparty shall be the
                floating rate payer and shall pay a floating rate of LIBOR plus 0.18%.
                Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty
                shall pay to the Trustee, on behalf of the Issuer, on each Payment
                Date,
                the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt
                due
                but not paid with respect to any previous Payment Date. The Trustee
                shall
                deposit such Net Swap Receipts, if any, into the Collection Account
                and
                shall apply such amounts as Available Funds pursuant to subsection
                3.1 of
                this Indenture. In addition, in 

            


    

     

     

    
      
         

      

      
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              accordance
                with the terms of the Interest Rate Swap, the Issuer shall pay to
                the Swap
                Counterparty the Net Swap Payment, if any, for such Payment Date,
                plus the
                amount of any Net Swap Payment due but not paid on any previous Payment
                Date, from amounts available pursuant to provision THIRD of subsection
                3.1(a).

            


    

     

    
      	(b)  	
              Following
                the termination of the Interest Rate Swap pursuant to the terms thereof,
                the Swap Counterparty shall pay to the Trustee for the benefit of
                the
                Issuer the amount of the Termination Receipt, if any, to be paid
                by the
                Swap Counterparty pursuant to the Interest Rate Swap. The Trustee
                shall,
                promptly upon receipt of any such Termination Receipt, if any, at
                the
                written direction of the Servicer, deposit such Termination Receipt
                into
                the Collection Account to be applied as Available
                Funds.

            


    

     

    
      	(c)  	
              Following
                the termination of the Interest Rate Swap pursuant to the terms thereof,
                the Issuer shall pay to the Swap Counterparty the amount of the
                Termination Payment, if any, to be made by the Issuer pursuant to
                the
                Interest Rate Swap to the extent of funds available therefore under
                provision NINTH of subsection 3.1(a) or Section 11.7, if applicable,
                or
                provision THIRTEENTH of subsection 3.1(a) or provision ELEVENTH of
                Section
                11.7, if applicable, or if a Rapid Amortization Event has occurred
                and is
                continuing, as provided in subsection
                3.1(b).

            


    

     

    
      	(d)  	
              The
                Interest Rate Swap shall provide that if a Ratings Event (as defined
                below) shall occur and be continuing with respect to the Swap
                Counterparty, then the Swap Counterparty shall (A) within five
                Business Days of such Ratings Event, give notice to the Issuer and
                the
                Insurer of the occurrence of such Ratings Event, and (B) use
                reasonable efforts to transfer (at its own cost) the Swap Counterparty’s
                rights and obligations under the Interest Rate Swap to another party,
                subject to satisfaction of the Swap Rating Agency Condition solely
                in
                respect of the Class A-2 Notes. If a Ratings Event occurs, the Issuer,
                to
                the extent it has been notified of such event, shall notify the Trustee,
                the Insurer and the Servicer. Unless such a transfer by the Swap
                Counterparty has occurred within 20 Business Days after the occurrence
                of
                a Ratings Event, the Issuer shall demand that the Swap Counterparty
                post
                Eligible Collateral, as defined in the Interest Rate Swap, to secure
                the
                Issuer’s exposure or potential exposure to the Swap Counterparty and the
                Eligible Collateral shall be provided in accordance with a credit
                support
                annex as provided in the Interest Rate Swap. The Eligible Collateral
                to be
                posted and the credit support annex shall be subject to satisfaction
                of
                the Swap Rating Agency Condition solely in respect of the Class A-2
                Notes.
                Valuation and posting of Eligible Collateral shall be made as of
                each
                Payment Date or more frequently as provided in the Interest Rate
                Swap.
                Notwithstanding the addition of the credit support annex and the
                posting
                of Eligible Collateral, the Swap Counterparty shall continue to use
                reasonable efforts to transfer its rights and obligations under the
                Interest Rate Swap to an acceptable third party; provided,
                however,
                that the Swap Counterparty’s obligations to find a transferee and to post
                Eligible Collateral shall remain in effect only for so long as a
                Ratings
                Event is continuing.

            


    

     

    
      	(e)  	
              The
                Interest Rate Swap shall provide that a “Ratings
                Event”
                will occur with respect to the Swap Counterparty if the long-term
                or
                short-term senior unsecured deposits of the Swap Counterparty are
                not
                rated by at least two of S&P, Moody’s and Fitch, or if the long-term
                and short-term senior unsecured deposit ratings of the Swap Counterparty
                cease to be at least “Aa3” and “P-1” by Moody’s or are withdrawn by
                Moody's, or cease to be at least “A” and


            


    

     

     

    
      
         

      

      
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              “A-1”
                by S&P, or at least “A” and “F1” by Fitch (to the extent such
                obligations are rated by S&P, Moody’s or
                Fitch).

            


    

     

    The
      Interest Rate Swap shall further provide that if the long-term and short-term
      senior unsecured deposit ratings of the Swap Counterparty cease to be at least
      “A2” and “P-1” by Moody’s or at least “A-” and “A-1” by S&P, then the Swap
      Counterparty shall not be entitled to post Eligible Collateral, as defined
      in
      the Interest Rate Swap, but rather shall be required to use reasonable efforts
      to transfer the Swap Counterparty’s rights and obligations under the Interest
      Rate Swap to an eligible transferee.

     

    If
      the
      Interest Rate Swap is terminated for any reason and no successor swap is entered
      into, the Servicer shall solicit bids from one or more prospective replacement
      swap counterparties for the price of a replacement swap agreement with a
      notional amount equal to the outstanding principal amount of the Class A-2
      Notes. With the consent of (A) the Insurer, if no Insurer Default has
      occurred and is continuing or (B) during the continuation of an Insurer
      Default, the Noteholders of greater than 50% of the Aggregate Principal Amount
      of the Notes, and in either case upon satisfaction of the Swap Rating Agency
      Condition solely in respect of the Class A-2 Notes, the Issuer will enter into
      such replacement swap agreement. If (A) the Insurer, if no Insurer Default
      has occurred and is continuing or (B) during the continuation of an Insurer
      Default, the Noteholders of greater than 50% of the Aggregate Principal Amount
      of the Notes does not consent to such replacement swap agreement, or if such
      Swap Rating Agency Condition is not met, the Issuer will not enter into a
      replacement swap agreement.

     

    Section
      3.7  Custody
      of Permitted Investments and other Collateral.

     

    The
      Trustee shall hold such of the Collateral (and any other collateral that may
      be
      granted to the Trustee) and the Permitted Investments (other than the Pledged
      Loans, the related Loan Files, or the related Timeshare Property) as consists
      of
      instruments, certificated securities, negotiable documents, money, goods, or
      tangible chattel paper in the State of New York or the State of Minnesota.
      The
      Trustee shall hold such of the Collateral (and any other collateral that may
      be
      granted to the Trustee) and the Permitted Investments (other than the Pledged
      Loans, the related Loan Files, or the related Timeshare Property) as constitutes
      investment property (other than certificated securities) through a securities
      intermediary, which securities intermediary shall agree with the Trustee and
      the
      Issuer that (I) such investment property shall at all times be credited to
      a
      securities account of the Trustee, (II) such securities intermediary shall
      treat
      the Trustee as entitled to exercise the rights that comprise each financial
      asset credited to such securities account, (III) all property credited to such
      securities account shall be treated as a financial asset, (IV) such securities
      intermediary shall comply with entitlement orders originated by the Trustee
      without the further consent of any other person or entity, (V) such securities
      intermediary will not agree with any person or entity other than the Trustee
      to
      comply with entitlement orders originated by any person or entity other than
      the
      Trustee, (VI) such securities accounts and the property credited thereto shall
      not be subject to any lien, security interest, encumbrance, or right of set-off
      in favor of such securities intermediary or anyone claiming through it (other
      than the Trustee), (VII) such agreement shall be governed by the laws of the
      State of New York, and (VIII) the State of New York shall be the “securities
      intermediary’s jurisdiction” of such securities intermediary for purposes of the
      New York Uniform Commercial Code (the “NYUCC”). The Trustee shall hold such of
      the Collateral (and any other collateral that 

     

    
      
         

      

      
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    may
      be
      granted to the Trustee) and the Permitted Investments (other than the Pledged
      Loans, the related Loan Files, or the related Timeshare Property) as constitutes
      a deposit account through a bank, which bank shall agree in writing with the
      Trustee and the Issuer that (i) such bank shall comply with instructions
      originated by the Trustee directing disposition of the funds in the deposit
      account without further consent of any other person or entity, (ii) such bank
      will not agree with any person or entity other than the Trustee to comply with
      instructions originated by any person or entity other than the Trustee, (iii)
      such deposit account and the money deposited therein shall not be subject to
      any
      lien, security interest, encumbrance, or right of set-off in favor of such
      bank
      or anyone claiming through it (other than the Trustee), (iv) such agreement
      shall be governed by the laws of the State of New York, and (v) the State of
      New
      York shall be the “bank’s jurisdiction” of such bank for purposes of Article 9
      of the NYUCC. Terms used in this paragraph that are defined in the NYUCC and
      not
      otherwise defined herein shall have the meaning set forth in the NYUCC. Except
      as permitted by this paragraph, the Trustee shall not hold any part of the
      Collateral (or any other collateral that may be granted to the Trustee) or
      the
      Permitted Investments (other than the Pledged Loans, the related Loan Files,
      or
      the related Timeshare Property) through an agent or a nominee.

     

    Section
      3.8  The
      Policy.

     

    
      	(a)  	
              The
                Issuer hereby represents that (i) it has obtained the Insurance Policy
                in
                the name, and for the benefit and security, of the Trustee, acting
                on
                behalf of the Noteholders, (ii) it has entered into the Insurance
                Agreement which provides for the issuance of the Insurance Policy
                by the
                Insurer and (iii) the Insurance Policy permits the Trustee to draw
                on the
                Insurance Policy from time to time for the purposes set forth in
                this
                Agreement. The Insurer shall not be entitled to reimbursement for
                any
                draws, interest or fees with respect to the Insurance Policy, except
                as
                specifically provided herein.

            


    

     

    
      	(b)  	
              Pursuant
                to the Insurance Policy, (i) if on any Determination Date Available
                Funds
                and amounts on deposit in the Reserve Account are insufficient to
                pay the
                interest set forth in clause (i) of the definition of Accrued Interest
                (excluding interest on past due Accrued Interest) on the Notes in
                accordance with the Priority of Payments or Section 11.7, as applicable,
                on the immediately following Payment Date, then the Trustee will
                no later
                than 12:00 noon New York City time on the third Business Day prior
                to the
                Payment Date make a claim under the Insurance Policy in accordance
                with
                the procedures set forth in the Insurance Policy in an amount equal
                to
                such insufficiency and (ii) if on the Determination Date immediately
                preceding the Rated Final Maturity Date Available Funds and amounts
                on
                deposit in the Reserve Account are insufficient to reduce the Aggregate
                Principal Amount of the Notes to zero on the Rated Final Maturity
                Date,
                then the Trustee will no later than 12:00 noon New York City time
                on the
                second Business Day prior to the Payment Date make a claim under
                the
                Insurance Policy in an amount necessary to reduce the Aggregate Principal
                Amount of the Notes to zero on such Payment Date (the aggregate amounts
                demanded in (i) and (ii) pursuant to this sentence on any Payment
                Date,
                the “Deficiency
                Amount.”)
                Following receipt by the Insurer of such demand, the Insurer will
                pay the
                Deficiency Amount by the later of (i) 12:00 noon, New York City time,
                on the applicable Payment Date and (ii) 12:00 noon, New York City
                time, on the second Business Day following receipt by the Insurer
                of the
                appropriate demand for payment.

            


    

     

     

    
      
         

      

      
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    If
      any
      portion or all of any amount insured under the Insurance Policy which was
      previously distributed to a holder of Notes (other than any distribution
      comprised of amounts paid by the Insurer) is recoverable and recovered from
      such
      Holder as a voidable preference by a trustee in bankruptcy pursuant to the
      Bankruptcy Code pursuant to a final non-appealable order of a court exercising
      proper jurisdiction in an insolvency proceeding (a “Final
      Order”)
      (such
      recovered amount, a “Preference
      Amount”),
      pursuant to the Insurance Policy, the Insurer will pay as an Insured Amount
      an
      amount equal to each such Preference Amount by 12:00 noon on the second Business
      Day following receipt by the Insurer on a Business Day of (x) a certified copy
      of the Final Order, together with an opinion of counsel satisfactory to the
      Insurer, irrevocably assigning to the Insurer all rights and claims of the
      Trustee and/or such Holder of the Notes relating to or arising under any Note
      against the debtor who paid such Preference Amount and constituting an
      appropriate instrument, in form satisfactory to the Insurer, appointing the
      Insurer as the agent of the Trustee and/or such Holder in respect of such
      Preference Amount and (y) a Notice appropriately completed and executed by
      the
      Trustee or such Holder, as the case may be. Such payment shall be made to the
      receiver, conservator, debtor-in-possession or trustee in bankruptcy named
      in
      the Final Order and not to the Trustee or Holder of the Notes directly (unless
      the Holder has previously paid such amount to such receiver, conservator,
      debtor-in-possession or trustee named in such Final Order in which case payment
      shall be made to the Trustee for distribution to the Holder upon delivery of
      proof of such payment reasonably satisfactory to Insurer). The Insurer shall
      not
      be (i) required to make any payment in respect of any Preference Amount to
      the
      extent such Preference Amount is comprised of amounts previously paid by the
      Insurer under the Insurance Policy, or (ii) obligated to make any payment in
      respect of any Preference Amount, which payment represents a payment of the
      principal amount of any Notes, prior to the time the Insurer otherwise would
      have been required to make a payment in respect of such principal, in which
      case
      the Insurer shall pay the balance of the Preference Amount when such amount
      otherwise would have been required.

     

    The
      term
“Insured
      Amount”
means
      (a) as of any Payment Date for the Notes, any Deficiency Amount for such Payment
      Date and (b) any Preference Amount to be paid pursuant to the terms of the
      Insurance Policy.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF THE ISSUER

     

    Section
      4.1  Representations
      and Warranties Regarding the Issuer.
      The
      Issuer hereby represents and warrants to the Trustee and the Collateral Agent
      on
      the date of execution of this Indenture as follows:

     

    
      	(a)  	
              Due
                Formation and Good Standing.
                The Issuer is a limited liability company duly formed, validly existing
                and in good standing under the laws of the State of Delaware, 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 each of the Transaction Documents to which it is a party. The
                Issuer
                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 in which failure to qualify or to


            


    

     

     

    
      
         

      

      
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              obtain
                such licenses and approvals would render any Pledged Loan unenforceable
                by
                the Issuer or would otherwise have a Material Adverse
                Effect.

            


    

     

    
      	(b)  	
              Due
                Authorization and No Conflict.
                The execution, delivery and performance by the Issuer of each of
                the
                Transaction Documents to which it is a party, and the consummation
                by the
                Issuer of each of the transactions contemplated hereby and thereby,
                including without limitation the acquisition of the Pledged Loans
                under
                the Term Purchase Agreement and the making of the Grants contemplated
                hereunder, have in all cases been duly authorized by the Issuer by
                all
                necessary action, do not contravene (i) the Issuer’s certificate of
                formation or the LLC Agreement, (ii) any existing law, rule or regulation
                applicable to the Issuer, (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 or affecting the Issuer or its property or
                (iv) any
                order, writ, judgment, award, injunction or decree binding on or
                affecting
                the Issuer or its property (except where such contravention would
                not have
                a Material Adverse Effect), and do not result in or require the creation
                of any Lien upon or with respect to any of its properties (except
                as
                provided in such Transaction Documents); and no transaction contemplated
                hereby requires compliance with any bulk sales act or similar law.
                Each of
                the other Transaction Documents to which the Issuer is a party have
                been
                duly executed and delivered by the
                Issuer.

            


    

     

    
      	(c)  	
              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 Issuer of any of the Transaction Documents to which
                the
                Issuer is a party, the consummation by the Issuer of the transactions
                contemplated hereby or thereby, the performance by the Issuer of
                and the
                compliance by the Issuer with the terms hereof or thereof, have been
                obtained, except where the failure so to do would not have a Material
                Adverse Effect on the Issuer.

            


    

     

    
      	(d)  	
              Enforceability
                of Transaction Documents.
                Each of the Transaction Documents to which the Issuer is a party
                has been
                duly and validly executed and delivered by the Issuer and constitutes
                the
                legal, valid and binding obligation of the Issuer, enforceable against
                the
                Issuer in accordance with its respective terms, except as enforceability
                may be subject to or limited by any Debtor Relief Law or by general
                principles of equity (whether considered in a suit at law or in
                equity).

            


    

     

    
      	(e)  	
              No
                Litigation.
                There are no proceedings or investigations pending or, to the best
                knowledge of the Issuer, threatened, against the Issuer before any
                court,
                regulatory body, administrative agency, or other tribunal or governmental
                instrumentality (i) asserting the invalidity of this Indenture or
                any of
                the other Transaction Documents, (ii) seeking to prevent the consummation
                of any of the transactions contemplated by this Indenture or any
                of the
                other Transaction Documents, (iii) seeking any determination or ruling
                that would adversely affect the performance by the Issuer of its
                obligations under this Indenture or any of the other Transaction
                Documents
                to which the Issuer is a party, (iv) seeking any determination or
                ruling
                that would adversely affect the validity or enforceability of this
                Indenture or any of the other Transaction Documents or (v) seeking
                any
                determination or ruling which would be reasonably likely to have
                a
                Material Adverse Effect on the
                Issuer.

            


    

     

     

    
      
         

      

      
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      	(f)  	
              Use
                of Proceeds.
                All proceeds of the issuance of the Notes shall be used by the Issuer
                to
                acquire Loans from the Depositor under the Term Purchase Agreement,
                to pay
                costs related to the issuance of the Notes, to pay principal and/or
                interest on any Notes or to otherwise fund costs and expenses permitted
                to
                be paid under the terms of the Transaction
                Documents.

            


    

     

    
      	(g)  	
              Governmental
                Regulations.
                The Issuer is not (1) an “investment company” registered or required to be
                registered under the Investment Company Act of 1940, as amended,
                or (2) 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)(11) of the Public Utility Holding
                Company Act of 1935, as amended.

            


    

     

    
      	(h)  	
              Margin
                Regulations.
                The Issuer 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 of the quoted terms
                is defined or used in any of Regulations T, U or X of the Board of
                Governors of the Federal Reserve System, as in effect from time to
                time).
                No part of the proceeds of any of the Notes has been used for so
                purchasing or carrying margin stock or for any purpose which violates,
                or
                which would be inconsistent with, the provisions of any of Regulations
                T,
                U or X of the Board of Governors of the Federal Reserve System, as
                in
                effect from time to time.

            


    

     

    
      	(i)  	
              Location
                of Issuer.
                The
                Issuer was formed on July
                15,
                2005 as a limited liability company under the laws of the State of
                Delaware and has at all times since such date remained as a limited
                liability company under the laws of the State of Delaware. From
                July
                15,
                2005 to the date of this Agreement, the Issuer’s correct name has been and
                is Cendant Timeshare 2005-1 Receivables Funding,
                LLC.

            


    

     

    
      	(j)  	
              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, the Issuer has filed or has caused to be 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 specified in the exhibits to this Indenture. From and after the
                Closing Date, the Trustee shall hold all right and title to and interest
                in all of the monies, checks, instruments, depository transfers or
                automated clearing house electronic transfers and other items of
                payment
                and their proceeds and all monies and earnings, if any, thereon in
                the
                Lockbox Accounts. The Issuer has no other lockbox accounts for the
                collection of Scheduled Payments in respect of Pledged Loans except
                for
                the Lockbox Accounts.

            


    

     

    
      	(k)  	
              No
                Other Legal Names.
                The Issuer has not had any legal name other than the name set forth
                herein
                at any time since its formation.

            


    

     

    
      	(l)  	
              Subsidiaries.
                The Issuer has no Subsidiaries and does not own or hold, directly
                or
                indirectly, any capital stock or equity security of, or any equity
                interest in, any Person, other than Permitted
                Investments.

            


    

     

     

    
      
         

      

      
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      	(m)  	
              Transaction
                Documents.
                The Term Purchase Agreement is the only agreement pursuant to which
                the
                Issuer purchases the Pledged Loans and the related Pledged Assets.
                The
                Issuer has furnished to the Trustee, the Insurer and the Collateral
                Agent,
                true, correct and complete copies of each Transaction Document to
                which
                the Issuer is a party, each of which is in full force and effect.
                Neither
                the Issuer nor any Affiliate thereof is in default of any of its
                obligations thereunder in any material respect. The Issuer is the
                lawful
                owner of, and has good title to, each Pledged Loan and all related
                Pledged
                Assets, free and clear of any Liens (other than the Lien of this
                Indenture
                and any Permitted Encumbrances on the related Timeshare Properties),
                or
                has a first-priority perfected security interest therein. All such
                Pledged
                Loans and other related Pledged Assets are purchased without recourse
                to
                the Depositor except as described in the Term Purchase Agreement.
                The
                purchase by the Issuer under the Term Purchase Agreement constitutes
                either a sale or a first-priority perfected security interest, enforceable
                against creditors of the Depositor.

            


    

     

    
      	(n)  	
              Business.
                Since its formation, the Issuer has conducted no business other than
                the
                execution, delivery and performance of the Transaction Documents
                contemplated hereby, the purchase of Loans thereunder, the issuance
                and
                payment of the Notes and such other activities as are incidental
                to the
                foregoing. The Issuer has incurred no Debt except that expressly
                incurred
                hereunder and under the other Transaction
                Documents.

            


    

     

    
      	(o)  	
              Ownership
                of the Issuer.
                One hundred percent (100%) of the outstanding equity interest in
                the
                Issuer is directly owned (both beneficially and of record) by the
                Depositor.

            


    

     

    
      	(p)  	
              Taxes.
                The Issuer has timely filed or caused to be timely filed all federal,
                state, and local and foreign tax returns which are required to be
                filed by
                it, and has paid or caused to be paid all taxes due and owing by
                it, other
                than any taxes or assessments, the validity of which are being contested
                in good faith by appropriate proceedings timely instituted and diligently
                pursued and with respect to which the Issuer has set aside adequate
                reserves on its books in accordance with GAAP and which proceedings
                have
                not given rise to any Lien.

            


    

     

    
      	(q)  	
              Tax
                Classification.
                Since its formation, for federal income tax purposes, the Issuer
                (i) has
                been classified as a disregarded entity or partnership and (ii) has
                not
                been classified as an association taxable as a corporation or a publicly
                traded partnership.

            


    

     

    
      	(r)  	
              Solvency.
                The Issuer (i) is not “insolvent” (as such term is defined in the
                Bankruptcy Code); (ii) is able to pay its debts as they become due;
                and
                (iii) 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.

            


    

     

    
      	(s)  	
              ERISA.
                The Issuer has not established and does not maintain or contribute
                to any
                Benefit Plan that is covered by Title IV of
                ERISA.

            


    

     

    
      	(t)  	
              No
                Adverse Selection.
                No selection procedures materially adverse to the Noteholders, the
                Trustee
                or the Collateral Agent have been employed in selecting the Pledged
                Loans
                for inclusion in the Collateral on the Closing
                Date.

            


    

     

     

    
      
         

      

      
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    Section
      4.2  Representations
      and Warranties Regarding the Loan Files.
      The
      Issuer represents and warrants to each of the Trustee, the Collateral Agent,
      the
      Servicer and the Noteholders as to each Pledged Loan that:

     

    
      	(a)  	
              Possession.
                On or immediately prior to the Closing Date the Custodian will have
                possession of each original Pledged Loan and the related Loan File,
                and
                will have acknowledged such receipt and its undertaking to hold such
                documents for purposes of perfection of the Collateral Agent’s interests
                in such original Pledged Loan and the related Loan File; provided,
                however,
                that the fact that any Loan Document not required to be in its respective
                Loan File under the terms of the respective Purchase Agreements is
                not in
                the possession of the Custodian in its respective Loan File does
                not
                constitute a breach of this representation; and provided that,
                possession of Loan Documents may be in the form of microfiche or
                other
                electronic copies of the Loan Documents to the extent provided in
                the
                Custodial Agreement.

            


    

     

    
      	(b)  	
              Marking
                Records.
                On or before the Closing Date, each of the Issuer and the Servicer
                shall
                have caused the portions of the computer files relating to the Pledged
                Loans Granted to the Collateral Agent on such date to be clearly
                and
                unambiguously marked to indicate that such Loans constitute part
                of the
                Collateral Granted by the Issuer in accordance with the terms of
                this
                Indenture.

            


    

     

    The
      representations and warranties of the Issuer set forth in this Section 4.2
      shall
      be deemed to be remade without further act by any Person on and as of each
      date
      of substitution with respect to each Loan Granted by the Issuer on and as of
      each such date. The representations and warranties set forth in this Section
      4.2
      shall survive any Grant of the respective Loans by the Issuer.

     

    Section
      4.3  Rights
      of Obligors and Release of Loan Files.

     

    
      	(a)  	
              Notwithstanding
                any other provision contained in this Indenture, including the Collateral
                Agent’s, the Trustee’s and the Noteholders’ remedies pursuant hereto and
                pursuant to the Collateral Agency Agreement, the rights of any Obligor
                to
                any Timeshare Property subject to a Pledged Loan shall, so long as
                such
                Obligor is not in default thereunder, be superior to those of the
                Collateral Agent, the Trustee, the Insurer and the Noteholders, and
                none
                of the Collateral Agent, the Trustee, the Insurer or the Noteholders,
                so
                long as such Obligor is not in default thereunder, shall interfere
                with
                such Obligor’s use and enjoyment of the Timeshare Property subject
                thereto.

            


    

     

    
      	(b)  	
              If
                pursuant to the terms of this Indenture, the Collateral Agent or
                the
                Trustee shall acquire through foreclosure the Issuer’s interest in any
                portion of the Timeshare Property subject to a Pledged Loan, the
                Collateral Agent and the Trustee hereby specifically agree to release
                or
                cause to be released any Timeshare Property from any Lien hereunder
                upon
                completion of all payments and the performance of all the terms and
                conditions required to be made and performed by such Obligor under
                such
                Pledged Loan, and each of the Collateral Agent and the Trustee hereby
                consents to any such release by, or at the direction of, the Collateral
                Agent.

            


    

     

    
      	(c)  	
              At
                such time as an Obligor has paid in full the purchase price or the
                requisite percentage of the purchase price for deeding pursuant to
                a
                Pledged Loan and has otherwise fully


            


    

     

     

    
      
         

      

      
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              discharged
                all of such Obligor’s obligations and responsibilities required to be
                discharged as a condition to deeding, the Servicer shall notify the
                Trustee and the Collateral Agent by a certificate substantially in
                the
                form attached hereto as Exhibit B (which certificate shall include
                a
                statement to the effect that all amounts received in connection with
                such
                payment have been deposited in the Collection Account) of a Servicing
                Officer and shall request delivery to the Servicer from the Custodian
                of
                the related Loan Files. Upon receipt of such certificate and request
                or at
                such earlier time as is required by applicable law, the Trustee and
                the
                Collateral Agent (a) shall be deemed, without the necessity of taking
                any
                action, to have approved release by the Custodian of the Loan Files
                to the
                Servicer (in all cases in accordance with the provisions of the Custodial
                Agreement), (b) shall be deemed to approve the release by the Nominee
                of
                the related deed of title, and any documents and records maintained
                in
                connection therewith, to the Obligor as provided in the Title Clearing
                Agreement, provided
                that title to the Timeshare Property has not already been deeded
                to the
                Obligor and/or (c) shall execute such documents and instruments of
                transfer and assignment and take such other action as is necessary
                to
                release its interest in the Timeshare Property subject to deeding
                (in the
                case of any Pledged Loan which has been paid in full). The Servicer
                shall
                cause each Loan File or any document therein so released which relates
                to
                a Pledged Loan for which the Obligor’s obligations have not been fully
                discharged to be returned to the Custodian for the sole benefit of
                the
                Collateral Agent when the Servicer’s need therefor no longer
                exists.

            


    

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF THE ISSUER;

    ASSIGNMENT
      OF REPRESENTATIONS AND WARRANTIES

     

    Section
      5.1  Representations
      and Warranties of the Issuer.
      The
      Issuer hereby represents and warrants to the Trustee, the Collateral Agent
      and
      the Noteholders on the Closing Date as follows:

     

    
      	(a)  	
              Payment
                of principal and interest on the Notes and the prompt observance
                and
                performance by the Issuer of all of the terms and provisions of this
                Indenture are secured by the Collateral. Upon the issuance of the
                Notes
                and at all times thereafter so long as any Notes are outstanding,
                this
                Indenture creates a valid and continuing security interest (as defined
                in
                the applicable UCC) in the Collateral in favor of the Collateral
                Agent for
                the benefit of the Trustee, acting on behalf of the Noteholders,
                the
                Insurer and the Swap Counterparty to secure amounts payable under
                the
                Notes which security interest is perfected and prior to all other
                Liens
                (other than any Permitted Encumbrances) and is enforceable as such
                against
                all creditors of and purchasers from the Issuer;
                and

            


    

     

    
      	(b)  	
              the
                Pledged Loans and the documents evidencing such Pledged Loans constitute
                either “accounts,” “chattel paper,” “instruments” or “general intangibles”
                within the meaning of the applicable
                UCC.

            


    

     

    Section
      5.2  Eligible
      Loans.
      The
      Issuer hereby represents and warrants to the Trustee and the Collateral Agent
      that each of the Pledged Loans is an Eligible Loan. For purposes of this
      Indenture, the term “Eligible Loan” means a Loan purchased by the Issuer under
      the Term Purchase Agreement which has the following characteristics as of the
      Cut-Off Date:

     

     

    
      
         

      

      
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      	(a)  	
              the
                related Timeshare Property has been purchased by an Obligor, and
                with
                respect to a Timeshare Property which is a Fixed Week, a UDI or which
                constitutes Points (it being understood in the case of a Timeshare
                Property which constitutes Points, that references in this clause
                (a) to a
                Timeshare Property shall be deemed to be references to the related
                Fixed
                Week or UDI deposited into FairShare Plus in exchange for such Points)
                (i)
                is not an interest in a Lot, (ii) except in the case of a Green Loan,
                a
                certificate of occupancy has been issued for the Resort related to
                such
                Timeshare Property, (iii) except in the case of a Green Loan, the
                unit related to the Timeshare Property is complete and ready for
                occupancy, is not in need of material maintenance or repair, except
                for
                ordinary, routine maintenance and repairs that are not substantial
                in
                nature or cost and contains no structural defects materially affecting
                its
                value, (iv) the Resort related to the Timeshare Property is not in
                need of
                maintenance or repair, except for ordinary, routine maintenance and
                repairs that are not substantial in nature or cost and contains no
                structural defects materially affecting its value, (v) there is no
                legal,
                judicial or administrative proceeding pending, or to the Issuer’s
                knowledge threatened, for the total condemnation of the Resort related
                to
                the Timeshare Property or partial condemnation of any portion of
                the
                property related to the Timeshare Property that would have a material
                adverse effect on the value of the Timeshare Property, (vi) the Resort
                related to the Timeshare Property is not located outside of the United
                States and (vii) is subject to declarations, covenants and restrictions
                of
                record;

            


    

     

    
      	(b)  	
              in
                the case of a Pledged Loan that is an Installment Contract, with
                respect
                to which the Issuer has a valid ownership or security interest in
                an
                underlying Timeshare Property, subject only to Permitted Encumbrances,
                unless the criteria in paragraph (c) are
                satisfied;

            


    

     

    
      	(c)  	
              with
                respect to Loans which are Fairfield Loans (i) if the related Timeshare
                Property has been deeded to the Obligor of the related Pledged Loan,
                then
                (A) the Issuer has a valid and enforceable first lien Mortgage on
                such Timeshare Property, except as such enforceability may be limited
                by
                Debtor Relief Laws and as such enforceability may be limited by general
                principles of equity, regardless of whether such enforceability is
                considered in a proceeding in equity or at law, (B) such Mortgage
                and
                related mortgage note have been assigned to the Collateral Agent,
                (C) such
                Mortgage and the related note have been transferred to the custody
                of the
                Custodian in accordance with the provisions of Section 6(c)(i) of
                the
                applicable Purchase Agreement and (D) if any Mortgage relating to
                such
                Pledged Loan is a deed of trust, a trustee duly qualified under applicable
                law to serve as such has been properly designated in accordance with
                applicable law and currently so serves or (ii) if the related Timeshare
                Property has not been deeded to the Obligor of the related Pledged
                Loan,
                then a nominee has legal title to such Timeshare Property and the
                Issuer
                has an equitable interest in such Timeshare Property underlying the
                related Pledged Loan; 

            


    

     

    
      	(d)  	
              that
                was issued in a transaction that complied, and is in compliance,
                in all
                material respects with all requirements of applicable federal, state
                and
                local law, including applicable laws relating to usury, truth-in-lending,
                property sales, consumer credit protection and disclosure, except,
                with
                respect only to California Business and


            


    

     

     

    
      
         

      

      
        62

        
          

        

      

      
         

      

    

     

    
      	 	
              Professions
                Code Section 11018, where such failure to comply would not have a
                Material
                Adverse Effect on the Sellers or a material adverse effect on the
                Pledged
                Loans;

            


    

     

    
      	(e)  	
              that
                requires the Obligor to pay the unpaid principal balance over an
                original
                term of not greater than 120
                months;

            


    

     

    
      	(f)  	
              the
                Scheduled Payments on which are denominated and payable in United
                States
                dollars;

            


    

     

    
      	(g)  	
              is
                not a Defaulted Loan;

            


    

     

    
      	(h)  	
              the
                Scheduled Payments on which are not 30 days or more delinquent as
                of the
                Cut-Off Date;

            


    

     

    
      	(i)  	
              does
                not (i) finance the purchase of credit life insurance and
                (ii) finance, and was not originated in connection with, the
                Trendwest “Explorer” program, unless such Loan has been converted to a
                Loan in connection with the WorldMark
                program;

            


    

     

    
      	(j)  	
              with
                respect to which the related Timeshare Property (i) if the Loan is
                a
                Fairfield Loan (A) consists of a Fixed Week or a UDI and (B) if it
                consists of a Fixed Week, it has been converted or is convertible
                into a
                UDI or has become subject to the FairShare Plus Program, which conversion
                or other modification does not or would not give rise to the extension
                of
                the maturity of any payments under such Pledged Loan or (ii) if the
                Loan is a Trendwest Loan, consists of Vacation Credits or a Fractional
                Interest;

            


    

     

    
      	(k)  	
              that,
                if it is a Fairfield Loan (i) either (A) was transferred by FRI to
                CTRG-CF
                pursuant to the Operating Agreement, (B) in the case of any Pledged
                Loan
                originated by an Originator (other than any Pledged Loan originated
                by FRI
                or a Kona Loan), was transferred by such Originator to FRI pursuant
                to the
                Operating Agreement or (C) in the case of a Kona Loan was transferred
                to
                FRI under the terms of a July 2002 agreement or (ii) was purchased
                by
                CTRG-CF from Fairfield Receivables Corporation pursuant to an Assignment
                of Contracts and Mortgages, dated as of August 29,
                2002;

            


    

     

    
      	(l)  	
              (i)
                if it is a Fairfield Loan, it was, except with respect to Kona Loans,
                originated by a Fairfield Originator and has been consistently serviced
                by
                CTRG-CF, in each case in the ordinary course of its respective business
                and in accordance with Customary Practices and Credit Standards and
                Collection Policies, (ii) if it is a Kona Loan, it was originated
                by Kona
                and has since December 1, 2002 been consistently serviced by CTRG-CF,
                in
                each case, in the ordinary course of its respective business and
                in
                accordance with Customary Practices and Credit Standards and Collection
                Policies or (iii) if it is a Trendwest Loan, was originated by Trendwest
                and has been consistently serviced by CTRG-CF or Trendwest, in each
                case
                in the ordinary course of its business and in accordance with CTRG-CF’s or
                Trendwest’s Customary Practices and Credit Standards and Collection
                Policies;

            


    

     

    
      	(m)  	
              has
                not been specifically reserved against by the Issuer or classified
                as
                uncollectible or charged off;

            


    

     

     

    
      
         

      

      
        63

        
          

        

      

      
         

      

    

     

    
      	(n)  	
              arises
                from transactions in a jurisdiction in which (i) with respect to
                Fairfield
                Loans, FRI and each Subsidiary of FRI (other than the Depositor,
                and other
                special purpose entities created to issue notes) that conducts business
                in
                such jurisdiction is duly qualified to do business, except where
                the
                failure to so qualify will not adversely affect or impair the legality,
                validity, binding effect and enforceability of such Pledged Loan
                and (ii)
                with respect to Trendwest Loans, Trendwest is duly qualified to do
                business, except where the failure to so qualify will not adversely
                affect
                or impair the legality, validity, binding effect and enforceability
                of
                such Pledged Loan;

            


    

     

    
      	(o)  	
              constitutes
                a legal, valid, binding and enforceable obligation of the related
                Obligor,
                except as such enforceability may be limited by Debtor Relief Laws
                and as
                such enforceability may be limited by general principles of equity,
                regardless of whether such enforceability is considered in a proceeding
                in
                equity or at law;

            


    

     

    
      	(p)  	
              is
                fully amortizing pursuant to a required schedule of substantially
                equal
                monthly payments of principal and
                interest;

            


    

     

    
      	(q)  	
              with
                respect to which, (i) the downpayment has been made, (ii) neither
                statutory nor regulatively imposed rescission rights exist with respect
                to
                the related Obligor and (iii) no basis for such rights exists on the
                Cut-Off Date in the case of any Pledged Loan for which such rights
                are, at
                any time following the Cut-Off Date, granted or
                imposed;

            


    

     

    
      	(r)  	
              had
                an Equity Percentage of 10% or more at the time of the sale of the
                related
                Timeshare Property to the related Obligor (or, in the case of a Loan
                relating to a Timeshare Upgrade originated by Trendwest, an Equity
                Percentage of 10% or more of the value of all Vacation Credits owned
                by
                the related Obligor);

            


    

     

    
      	(s)  	
              with
                respect to which at least one Scheduled Payment has been made by
                the
                Obligor;

            


    

     

    
      	(t)  	
              in
                the case of a Green Loan, (i) satisfies each of the eligibility criteria
                set forth in paragraphs (a) through (s) above other than any such
                criteria
                that cannot be satisfied due solely to (A) the related Green Timeshare
                Property being an interest in a unit at a Resort that is not yet
                complete
                and ready for occupancy; (B) the Issuer not having a valid ownership
                interest in the related Green Timeshare Property; or (C) the related
                Green
                Timeshare Property not having been deeded to the Obligor or legal
                title
                not being held by the Nominee; and (ii) the Resort related to the
                Green
                Timeshare Property has a scheduled completion date no more than six
                months
                following the Cut-Off Date;

            


    

     

    
      	(u)  	
              the
                billing address of the Obligor is located in the United States;
                provided,
                however
                that the billing addresses of not more than 5% of the Obligors (by
                Loan
                Balance) may be located outside the United States;
                and

            


    

     

    (v) is
      not
      and is not subsequently deemed to have been a Defective Loan as defined in
      the
      Master Loan Purchase Agreement pursuant to which it was sold by the applicable
      Seller to the Depositor.

     

     

    
      
         

      

      
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    Section
      5.3  Assignment
      of Representations and Warranties.
      The
      Issuer hereby assigns to the Trustee and the Collateral Agent all of its rights
      relating to the Pledged Loans and related Pledged Assets under the Term Purchase
      Agreement including the rights assigned to the Issuer by the Depositor of the
      Depositor’s rights to payment due from the related Seller for repurchases of
      Defective Loans (as such term is defined in such Purchase Agreement) resulting
      from the breach of representations and warranties under such Purchase Agreement
      and the Depositor’s rights under the First Guaranty Agreement.

     

    Section
      5.4  Release
      of Defective Loans.

     

    
      	(a)  	
              Deposit
                of Release Price or Substitution of Qualified Substitute
                Loan.
                Subject to subsection (b) of this section, upon discovery by the
                Issuer or
                upon written notice from the Depositor or the Trustee that any Pledged
                Loan is a Defective Loan, the Issuer shall, within 90 days after the
                earlier of its discovery or receipt of notice thereof (i) if such
                Defective Loan constitutes a Defective Loan as defined in the Purchase
                Agreement pursuant to which the Depositor acquired such Defective
                Loan,
                direct the applicable Seller to perform its obligation under such
                Purchase
                Agreement to either (A) deposit the Release Price with the Trustee
                or
                (B) deliver to the Trustee one or more Qualified Substitute Loans in
                substitution for such Defective Loan and pay to the Trustee the
                Substitution Adjustment Amount, or (ii) if such Defective Loan does
                not
                constitute a Defective Loan as defined in the Purchase Agreement
                pursuant
                to which the Depositor acquired such Defective Loan, deposit the
                Release
                Price with the Trustee. If such Defective Loan constitutes a Defective
                Loan as defined in the Purchase Agreement pursuant to which the Depositor
                acquired such Defective Loan, then, notwithstanding any other provision
                of
                this Indenture, the Issuer shall have no obligation or liability
                with
                respect to such Defective Loan should the applicable Seller fail
                to
                perform its obligations under the Purchase Agreement with respect
                to such
                Defective Loan. 

            


    

     

    
      	(b)  	
              Substitution.
                If under a Purchase Agreement, a Seller delivers a Qualified Substitute
                Loan for release of a Defective Loan, the Issuer shall execute a
                Supplemental Grant in substantially the form of Exhibit G hereto
                and
                deliver such Supplemental Grant to the Trustee and the Collateral
                Agent.
                Payments due with respect to Qualified Substitute Loans on or prior
                to the
                Calculation Date next preceding the date of substitution shall not
                be
                property of the Issuer, but, to the extent received by the Servicer,
                will
                be retained by the Servicer and remitted by the Servicer to the Seller
                on
                the next succeeding Payment Date. Payments due and other amounts
                received
                with respect to the Qualified Substitute Loans after the Calculation
                Date
                next preceding the date of substitution shall be property of the
                Issuer.
                Scheduled Payments due on a Defective Loan on or prior to the Calculation
                Date next preceding the date of substitution shall be property of
                the
                Issuer, and after such Calculation Date next preceding the date of
                substitution the Seller shall be entitled to retain all Scheduled
                Payments
                due thereafter and other amounts received in respect of such Defective
                Loan. The Issuer shall cause the Servicer to deliver a schedule of
                any
                Defective Loans so removed and Qualified Substitute Loans so substituted
                to the Trustee and such schedule shall be an amendment to the Loan
                Schedule. Upon such substitution, the Qualified Substitute Loan or
                Qualified Substitute Loans shall be subject to the terms of this
                Indenture
                in all respects, the Issuer shall be deemed to have made the
                representations, and warranties with respect to each Qualified Substitute
                Loan set forth in Section 5.1 and 5.2 of this Indenture, in each
                case
                

            


    

     

     

    
      
         

      

      
        65

        
          

        

      

      
         

      

    

     

    
      	 	
              as
                of the date of substitution, and the Issuer shall be deemed to have
                made a
                representation and warranty that each Loan so substituted is a Qualified
                Substitute Loan as of the date of substitution. The provisions of
                Section
                5.4(a) shall apply to any Qualified Substitute Loan as to which the
                Issuer
                has breached the Issuer’s representations and warranties in Section 5.1
                and 5.2 to the same extent as for any other Pledged Loan. In connection
                with the substitution of one or more Qualified Substitute Loans for
                one or
                more Defective Loans, the Servicer shall determine the Substitution
                Adjustment Amount. If such Defective Loan constitutes a Defective
                Loan as
                defined in the Purchase Agreement pursuant to which the Depositor
                acquired
                such Defective Loan, the Issuer shall direct the applicable Seller
                to
                perform its obligation under such Purchase Agreement to pay to the
                Trustee
                the Substitution Adjustment Amount in immediately available funds.
                Such
                Substitution Adjustment Amount shall be paid to the Trustee and treated
                as
                if it were a portion of the Release Price for the Defective Loan
                and
                included in Available Funds as such. If such Defective Loan constitutes
                a
                Defective Loan as defined in the Purchase Agreement pursuant to which
                the
                Depositor acquired such Defective Loan, then, notwithstanding any
                other
                provision of this Indenture, the Issuer shall have no obligation
                or
                liability to pay the Substitution Adjustment Amount with respect
                to such
                Defective Loan should the applicable Seller fail to perform its obligation
                under the Purchase Agreement to pay such Substitution Adjustment
                Amount to
                the Trustee.

            


    

     

    
      	(c)  	
              Release
                of Defective Loan.
                If a Seller repurchases a Pledged Loan as a Defective Loan or provides
                a
                Qualified Substitute Loan and the related Substitution Adjustment
                Amount,
                if any, for a Defective Loan, then the Issuer shall automatically
                and
                without further action sell, transfer, assign, set over and otherwise
                convey to such Seller, without recourse, representation or warranty,
                all
                of the Issuer’s right, title and interest in and to the related Defective
                Loan, the related Timeshare Property, the Loan File relating thereto
                and
                any other related Pledged Assets, all monies due or to become due
                with
                respect thereto and all Collections with respect thereto (including
                payments received from Obligors after the Calculation Date next preceding
                the date of transfer, subject to the payment of any Substitution
                Adjustment Amount). The Issuer shall execute such documents, releases
                and
                instruments of transfer or assignment and take such other actions
                as shall
                reasonably be requested by the applicable Seller to effect the conveyance
                of such Defective Loan, the related Timeshare Property, the related
                Loan
                File and any other related Pledged Assets pursuant to this Section
                5.4(c).

            


    

     

    Promptly
      after the repurchase of Defective Loans in respect of which the Release Price
      has been paid or a Qualified Substitute Loan has been provided, on such date,
      the Issuer shall direct the Servicer to delete such Defective Loans from the
      Loan Schedule.

     

    The
      obligations of the Issuer set forth in Section 5.4(a) shall constitute the
      sole
      remedy against the Issuer with respect to any breach of the representations
      and
      warranties set forth in Section 5.2 available hereunder to the Trustee, the
      Collateral Agent or the Insurer.

     

    ARTICLE
      VI  

    ADDITIONAL
      COVENANTS OF ISSUER

     

    Section
      6.1  Affirmative
      Covenants.
      The
      Issuer shall:

     

    
      	(a)  	
              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,
                and all Pledged

            


    

     

     

    
      
         

      

      
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              Loans
                and Transaction Documents to which it is a party (including without
                limitation the laws, rules and regulations of each state governing
                the
                sale of timeshare contracts).

            


    

     

    
      	(b)  	
              Preservation
                of Existence.
                Preserve and maintain its existence, rights, franchises and privileges
                in
                the jurisdiction of its organization, and qualify and remain qualified
                in
                good standing as a foreign entity, 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.

            


    

     

    
      	(c)  	
              Adequate
                Capitalization.
                Ensure that at all times it is adequately capitalized to engage in
                the
                transactions contemplated by this
                Indenture.

            


    

     

    
      	(d)  	
              Keeping
                of Records and Books of Account.
                Cause the Servicer to maintain and implement administrative and operating
                procedures (including without limitation an ability to recreate records
                evidencing the Pledged Loans in the event of the destruction or loss
                of
                the originals thereof) and keep and maintain, all documents, books,
                records and other information reasonably necessary or advisable for
                the
                collection of all Pledged Loans (including without limitation records
                adequate to permit the daily identification of all Collections with
                respect to, and adjustments of amounts payable under, each Pledged
                Loan).

            


    

     

    
      	(e)  	
              Performance
                and Compliance with Receivables and Loans.
                At its expense, timely and fully perform and comply in all material
                respects with all material provisions, covenants and other promises
                required to be observed by it under the Pledged Loans and other Pledged
                Assets.

            


    

     

    
      	(f)  	
              Credit
                Standards and Collection Policies.
                Comply in all material respects with the Credit Standards and Collection
                Policies and Customary Practices in regard to each Pledged Loan and
                the
                related Pledged Assets.

            


    

     

    
      	(g)  	
              Collections.
                (1) Instruct or cause all Obligors to be instructed to
                either:

            


    

     

    (A) send
      all
      Collections directly to a Post Office Box for credit to a Lockbox Account or
      directly to a Lockbox Account, or 

     

    (B) in
      the
      alternative, make Scheduled Payments by way of pre-authorized debits from a
      deposit account of such Obligor pursuant to a PAC or from a credit card of
      such
      Obligor pursuant to a Credit Card Account from which Scheduled Payments shall
      be
      electronically transferred directly to a Lockbox Account immediately upon each
      such debit (provided
      that,
      for the avoidance of doubt, each Obligor may at any time cease to pay its
      Scheduled Payments directly to a Post Office Box or a Lockbox Account or
      pursuant to a PAC or Credit Card Account, so long as the Servicer promptly
      instructs such Obligor to commence one of the two alternative methods of funds
      transfer provided for in either of sub-clauses (A) or (B) of this clause
      (1)).

     

    (2) In
      the
      case of funds transfers pursuant to a PAC or Credit Card Account, take, or
      cause
      each of the Servicer, a Lockbox Bank and/or the Trustee to take, all


     

    
      
         

      

      
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    necessary
      and appropriate action to ensure that each such pre-authorized debit is credited
      directly to a Lockbox Account.

     

    (3) If
      the
      Issuer shall receive any Collections or other proceeds of the Collateral, hold
      such Collections in trust for the benefit of the Trustee, the Noteholders,
      the
      Insurer and the Swap Counterparty and deposit such Collections into a Lockbox
      Account or the Collection Account within two Business Days following the
      Issuer’s receipt thereof.

     

    
      	(h)  	
              Compliance
                with ERISA.
                Comply in all material respects with the provisions of ERISA, the
                Code,
                and all other applicable laws and the regulations and interpretations
                thereunder.

            


    

     

    
      	(i)  	
              Perfected
                Security Interest.
                Take such action with respect to each Pledged Loan as is necessary
                to
                ensure that the Collateral Agent maintains on behalf of the Trustee,
                a
                first priority perfected security interest in such Pledged Loan and
                the
                Pledged Assets relating thereto and all other Collateral, in each
                case
                free and clear of any Liens (other than the Lien created by this
                Indenture
                and in the case of any Timeshare Properties, any Permitted
                Encumbrance).

            


    

     

    
      	(j)  	
              No
                Release.
                Not take any action and shall use its best efforts not to permit
                any
                action to be taken by others that would release any Person from any
                of
                such Person’s material covenants or material obligations under any
                document, instrument or agreement included in the Collateral, or
                which
                would result in the amendment, 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
                Indenture or such other instrument or
                document.

            


    

     

    
      	(k)  	
              Insurance
                and Condemnation.

            


    

     

    (i) The
      Issuer shall do or cause to be done all things that it may accomplish with
      a
      reasonable amount of cost or effort to cause each of the POAs for each Resort
      to
      (A) maintain one or more policies of “all-risk” property and general
      liability insurance with financially sound and reputable insurers, providing
      coverage in scope and amount which (x) satisfies the requirements of the
      declarations (or any similar charter document) governing the POA for the
      maintenance of such insurance policies and (y) is 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; and (B)
      apply
      the proceeds of any such insurance policies in the manner specified in the
      relevant declarations (or any similar charter document) governing the POA and/or
      any similar charter documents of such POA. For the avoidance of doubt, the
      parties hereto acknowledge that the ultimate discretion and control relating
      to
      the maintenance of any such insurance policies is vested in the POAs in
      accordance with the respective declaration (or any similar charter document)
      relating to each Timeshare Property Regime.

     

    (ii) The
      Issuer shall remit to the Collection Account the portion of any proceeds
      received by the Issuer pursuant to a condemnation of property in any Resort
      to
      the extent that such proceeds relate to any of the Timeshare
      Properties.

     

    
      	(l)  	
              Custodian.

            


    

     

     

    
      
         

      

      
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    (i) On
      or
      before the Closing Date, the Issuer shall deliver or cause to be delivered
      directly to the Custodian for the benefit of the Collateral Agent pursuant
      to
      the Custodial Agreement the Loan File for each Pledged Loan. Such Loan File
      may
      be provided in microfiche or other electronic form to the extent permitted
      under
      the Custodial Agreement. The Issuer shall cause the Custodian to hold, maintain
      and keep custody of the Loan Files for the benefit of the Collateral Agent
      in a
      secure fire retardant location at an office of the Custodian, which location
      shall be reasonably acceptable to the Collateral Agent and the
      Trustee.

     

    (ii) The
      Issuer shall cause the Custodian at all times to maintain control of the Loan
      Files for the benefit of the Collateral Agent on behalf of the Trustee in each
      case pursuant to the Custodial Agreement. Each of the Issuer and the Servicer
      may access the Loan Files at the Custodian’s storage facility only for the
      purposes and upon the terms and conditions set forth herein and in the Custodial
      Agreement. Each of the Issuer and the Servicer may only remove documents from
      the Loan File for collection services and other routine servicing requirements
      from such facility in accordance with the terms of the Custodial Agreement,
      all
      as set forth and pursuant to the “Bailment Agreement” (as defined in and
      attached as an exhibit to the Custodial Agreement).

     

    (iii) The
      Issuer shall at all times comply in all material respects with the terms of
      its
      obligations under the Custodial Agreement and shall not enter into any
      modification, amendment or supplement of or to, and shall not terminate, the
      Custodial Agreement, without the Collateral Agent’s and Trustee’s prior written
      consent.

     

    
      	(m)  	
              Separate
                Identity.
                Take all actions required to maintain the Issuer’s status as a separate
                legal entity. Without limiting the foregoing, the Issuer
                shall:

            


    

     

    (i) Maintain
      in full effect its existence, rights and franchises as a limited liability
      company under the laws of the state of its formation and will obtain and
      preserve its qualification to do business in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Indenture and the other Transaction Documents to which
      the Issuer is a party and each other instrument or agreement necessary or
      appropriate to proper administration hereof and permit and effectuate the
      transactions contemplated hereby.

     

    (ii) Except
      as
      provided herein, maintain its own deposit, securities and other account or
      accounts with financial institutions, separate from those of any Affiliate
      of
      the Issuer. The funds of the Issuer will not be diverted to any other Person
      or
      for other than the use of the Issuer, and, except as may be expressly permitted
      by this Indenture or any other Transaction Document to which the Issuer is
      a
      party, the funds of the Issuer shall not be commingled with those of any other
      Person.

     

    (iii) Ensure
      that, to the extent that it shares the same officers or other employees as
      any
      of its members, managers or other Affiliates, the salaries of and the expenses
      related to providing benefits to such officers and other employees shall be
      fairly allocated among such entities, and each such entity shall bear its fair
      share of the salary and benefit costs associated with all such common officers
      and employees.

     

     

    
      
         

      

      
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    (iv) Ensure
      that, to the extent that it jointly contracts with any of its stockholders,
      members or managers or other Affiliates to do business with vendors or service
      providers or to share overhead expenses, the costs incurred in so doing shall
      be
      allocated fairly among such entities, and each such entity shall bear its fair
      share of such costs. To the extent that the Issuer contracts or does business
      with vendors or service providers where the goods and services provided are
      partially for the benefit of any other Person, the costs incurred in so doing
      shall be fairly allocated to or among such entities for whose benefit the goods
      and services are provided, and each such entity shall bear its fair share of
      such costs.

     

    (v) Ensure
      that all material transactions between the Issuer and any of its Affiliates
      shall be only on an arm’s-length basis and shall not be on terms more favorable
      to either party than the terms that would be found in a similar transaction
      involving unrelated third parties. All such transactions shall receive the
      approval of the Issuer’s board of directors including at least one Independent
      Director (defined below).

     

    (vi) Maintain
      a principal executive and administrative office through which its business
      is
      conducted and a telephone number separate from those of its members, managers
      and other Affiliates. To the extent that the Issuer and any of its members,
      managers or other Affiliates have offices in contiguous space, there shall
      be
      fair and appropriate allocation of overhead costs (including rent) among them,
      and each such entity shall bear its fair share of such expenses.

     

    (vii) Conduct
      its affairs strictly in accordance with its certificate of formation and limited
      liability company agreement and observe all necessary, appropriate and customary
      formalities, including, but not limited to, holding all regular and special
      meetings of the board of directors appropriate to authorize all actions of
      the
      Issuer, keeping separate and accurate minutes of such meetings, passing all
      resolutions or consents necessary to authorize actions taken or to be taken,
      and
      maintaining accurate and separate books, records and accounts, including, but
      not limited to, intercompany transaction accounts. Regular meetings of the
      board
      of directors shall be held at least annually.

     

    (viii) Ensure
      that its board of directors shall at all times include at least one Independent
      Director (for purposes hereof, “Independent
      Director”
shall
      mean any member of the board of directors of the Issuer that is not and has
      not
      at any time been (x) an officer, agent, advisor, consultant, attorney,
      accountant, employee or shareholder of any Affiliate of the Issuer which is
      not
      a special purpose entity, (y) a director of any Affiliate of the Issuer other
      than an independent director of any Affiliate which is a special purpose entity
      or (z) a member of the immediate family of any of the foregoing).

     

    (ix) Ensure
      that decisions with respect to its business and daily operations shall be
      independently made by the Issuer (although the officer making any particular
      decision may also be an officer or director of an Affiliate of the Issuer)
      and
      shall not be dictated by an Affiliate of the Issuer.

     

     

    
      
         

      

      
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    (x) Act
      solely in its own company name and through its own authorized members, managers,
      officers and agents, and no Affiliate of the Issuer shall be appointed to act
      as
      agent of the Issuer. The Issuer shall at all times use its own stationery and
      business forms and describe itself as a separate legal entity.

     

    (xi) Except
      as
      contemplated by the Transaction Documents, ensure that no Affiliate of the
      Issuer shall loan money to the Issuer, and no Affiliate of the Issuer will
      otherwise guaranty debts of the Issuer.

     

    (xii) Other
      than organizational expenses and as contemplated by the Transaction Documents,
      pay all expenses, indebtedness and other obligations incurred by it using its
      own funds.

     

    (xiii) Except
      as
      provided herein and in any other Transaction Document, not enter into any
      guaranty, or otherwise become liable, with respect to or hold its assets or
      creditworthiness out as being available for the payment of any obligation of
      any
      Affiliate of the Issuer nor shall the Issuer make any loans to any
      Person.

     

    (xiv) Ensure
      that any financial reports required of the Issuer shall comply with GAAP and
      shall be issued separately from, but may be consolidated with, any reports
      prepared for any of its Affiliates so long as such consolidated reports contain
      footnotes describing the effect of the transactions between the Issuer and
      such
      Affiliate and also state that the assets of the Issuer are not available to
      pay
      creditors of the Affiliate.

     

    (xv) Ensure
      that at all times it is adequately capitalized to engage in the transactions
      contemplated in its certificate of formation and its limited liability company
      agreement.

     

    (xvi) Take
      all
      actions on its part as are necessary to comply with each assumption contained
      in
      the true sale and substantive consolidation opinions given as of the date
      hereof.

     

    
      	(n)  	
              Computer
                Files.
                Mark or cause to be marked each Pledged Loan in its computer files
                as
                described in Section 4.2(b).

            


    

     

    
      	(o)  	
              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
                foreign
                local tax returns which 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. The Issuer shall pay or cause to be paid
                all
                taxes due and owing 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 Issuer or the applicable
                Affiliate shall have 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.

            


    

     

    
      	(p)  	
              Tax
                Classification.
                For as long as the Notes are outstanding, the Issuer shall not take
                any
                action, or fail to take any action, that would cause the Issuer to
                not
                remain classified, for 

            


    

     

     

    
      
         

      

      
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              federal
                income tax purposes, as a disregarded entity or a partnership that
                is not
                classified as a publicly traded
                partnership.

            


    

     

    
      	(q)  	
              Transaction
                Documents.
                Comply in all material respects with the terms of, employ the procedures
                outlined in and enforce the obligations of the Depositor under the
                Term
                Purchase Agreement and of the parties to each of the other Transaction
                Documents to which the Issuer is a party, and take all such action
                as may
                reasonably be required to maintain all such Transaction Documents
                to which
                the Issuer is a party in full force and
                effect.

            


    

     

    
      	(r)  	
              Loan
                Schedule.
                At least once each calendar month, electronically provide to the
                Trustee
                an amendment to the Loan Schedule, or cause the Servicer to electronically
                provide an amendment to the Loan Schedule, listing the Pledged Loans
                released from the Collateral and adding to the Loan Schedule any
                Qualified
                Substitute Loans and amending the Loan Schedule to reflect terms
                or
                discrepancies in such schedule that become known to the Issuer since
                the
                filing of the original Loan Schedule or since the most recent amendment
                thereto.

            


    

     

    
      	(s)  	
              Segregation
                of Collections.
                (a) Prevent the deposit into any Account of any funds other than
                Collections or other funds to be deposited into such Accounts under
                this
                Indenture or the other Transaction Documents (provided
                that, this covenant shall not be breached to the extent that funds
                are
                inadvertently deposited into any of such Accounts and are promptly
                segregated and removed from the Account);
                and

            


    

     

    (b) With
      respect to each Lockbox Account either (i) prevent the deposit into such account
      of any funds other than Collections in respect of Pledged Loans or (ii) enter
      into an intercreditor agreement with other entities which have an interest
      in
      the amounts in the Lockbox Account to allocate the Collections with respect
      to
      the Pledged Loans to the Issuer and transfer such amounts to the Trustee for
      deposit into the appropriate Collection Account; (provided
      that,
      the covenant in clause (i) of this paragraph (b) shall not be breached to the
      extent that funds not constituting Collections in respect of the Pledged Loans
      are inadvertently deposited into such Lockbox Account and are promptly
      segregated and remitted to the owner thereof).

     

    
      	(t)  	
              Filings;
                Further Assurances.
                (i)
                On
                or prior to the Closing Date, the Issuer shall have caused at its
                sole
                expense the Financing Statements, assignments and amendments thereof
                necessary to perfect the security interest in the Collateral to be
                filed
                or recorded in the appropriate
                offices.

            


    

     

    
      	(ii)  	
              The
                Issuer shall, at its sole expense, from time to time authorize, prepare,
                execute and deliver, or authorize and cause to be prepared, executed
                and
                delivered, all such Financing Statements, continuation statements,
                amendments, instruments of further assurance and other instruments,
                in
                such forms, and shall take such other actions, as shall be required
                by the
                Servicer, the Insurer or the Trustee or as the Servicer, the Insurer
                or
                the Trustee otherwise deems reasonably necessary or advisable to
                perfect
                the Lien created in the Collateral. The Servicer agrees, at its sole
                expense, to cooperate with the Issuer in taking any such action (whether
                at the request of the Issuer or the Trustee). Without limiting the
                foregoing, the Issuer shall from time to time, at its sole expense,
                authorize, execute, file, deliver and record all such supplements
                and
                amendments hereto and all 

            


    

     

     

    
      
         

      

      
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              such
                Financing Statements, amendments thereto, continuation statements,
                instruments of further assurance, or other statements, specific
                assignments or other instruments or documents and take any other
                action
                that is reasonably necessary to, or that any of the Servicer, the
                Issuer
                or the Trustee deems reasonably necessary or advisable to: (i) Grant
                more
                effectively all or any portion of the Collateral; (ii) maintain or
                preserve the Lien Granted hereunder (and the priority thereof) or
                carry
                out more effectively the purposes hereof; (iii) perfect, maintain
                the
                perfection of, publish notice of, or protect the validity of any
                Grant
                made pursuant to this Indenture; (iv) enforce any of the Pledged
                Loans or
                any of the other Pledged Assets (including without limitation by
                cooperating with the Trustee, at the expense of the Issuer, in filing
                and
                recording such Financing Statements against such Obligors as the
                Servicer
                or the Trustee shall deem necessary or advisable from time to time);
                (v)
                preserve and defend title to any Pledged Loans or all or any other
                part of
                the Pledged Assets, and the rights of the Trustee in such Pledged
                Loans or
                other related Pledged Assets, against the claims of all Persons and
                parties; or (vi) pay any and all taxes levied or assessed upon all
                or any
                part of any Collateral.

            


    

     

    
      	(iii)  	
              The
                Issuer shall, on or prior to the date of Grant of any Pledged Loans
                hereunder, deliver or cause to be delivered all original copies of
                the
                Pledged Loan (other than in the case of any Pledged Loans not required
                under the terms of the relevant Purchase Agreement to be in the relevant
                Loan File), together with the related Loan File, to the Custodian,
                in
                suitable form for transfer by delivery, or accompanied by duly executed
                instruments of transfer or assignment in blank, all in form and substance
                satisfactory to the Trustee. Such “original copies” may be provided in
                microfiche or other electronic form to the extent permitted under
                the
                Custodial Agreement. In the event that the Issuer receives any other
                instrument or any writing which, in either event, evidences a Pledged
                Loan
                or other Pledged Assets, the Issuer shall deliver such instrument
                or
                writing to the Custodian to be held as collateral in which the Collateral
                Agent has a security interest for the benefit of the Trustee within
                two
                Business Days after the Issuer’s receipt thereof, in suitable form for
                transfer by delivery, or accompanied by duly executed instruments
                of
                transfer or assignment in blank, all in form and substance satisfactory
                to
                the Trustee.

            


    

     

    
      	(iv)  	
              The
                Issuer hereby authorizes the Trustee, and gives the Collateral Agent
                its
                irrevocable power of attorney (which authorization is coupled with
                an
                interest and is irrevocable), in the name of the Issuer or otherwise,
                to
                execute, deliver, file and record any Financing Statement, continuation
                statement, amendment, specific assignment or other writing or paper
                and to
                take any other action that the Trustee at the direction of the Control
                Party, may deem necessary or appropriate to further perfect the Lien
                created hereby. Any expenses incurred by the Trustee or the Collateral
                Agent pursuant to the exercise of its rights under this Section 6.1
                shall
                be for the sole account and responsibility of the Issuer and payable
                under
                Section 3.1 to the Trustee.

            


    

     

    
      	(u)  	
              Management
                of Resorts.
                The Issuer hereby covenants and agrees that it will with respect
                to each
                Resort cause the Originator with respect to that Resort (to the extent
                that such Originator is otherwise responsible for maintaining such
                Resort)
                to do or cause to be done all things which it may accomplish with
                a
                reasonable amount of cost or effort, in order to maintain each such
                Resort
                (including without limitation all grounds, waters and improvements
                thereon) in 

            


    

     

     

    
      
         

      

      
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              at
                least as good condition, repair and working order as would be customary
                for prudent managers of similar timeshare
                properties.

            


    

     

    Section
      6.2  Negative
      Covenants of the Issuer.
      So long
      as any of the Notes are outstanding, the Issuer shall not:

     

    
      	(a)  	
              Sales,
                Liens, Etc., Against Receivables and Related Security.
                Except for the releases contemplated under Sections 5.4, 14.4, 14.5,
                14.6
                and 14.7 of this Indenture, sell, assign (by operation of law or
                otherwise) or otherwise dispose of, or create or suffer to exist,
                any Lien
                (other than the Lien created by this Indenture or, with respect to
                Timeshare Properties relating to Pledged Loans, any Permitted Encumbrances
                thereon) upon or with respect to, any Pledged Loan or any other Pledged
                Assets, or any interests in either thereof, or upon or with respect
                to any
                Collateral hereunder. The Issuer shall immediately notify the Trustee,
                the
                Insurer and the Collateral Agent of the existence of any Lien on
                any
                Pledged Loan or any other Pledged Assets, and the Issuer shall defend
                the
                right, title and interest of each of the Issuer, the Insurer and
                the
                Collateral Agent, Trustee and Noteholders in, to and under the Pledged
                Loans and all other Pledged Assets, against all claims of third
                parties.

            


    

     

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

            


    

     

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

            


    

     

    
      	(d)  	
              Change
                in Payment Instructions to Obligors.
                Add or terminate any bank as a Lockbox Bank from those listed in
                Schedule
                2 hereto or make any change in the instructions to Obligors regarding
                payments to be made to any Lockbox Account at a Lockbox Bank, unless
                the
                Trustee shall have received (i) 30 days’ prior notice of such addition,
                termination or change; (ii) written confirmation from the Issuer that
                after the effectiveness of any such termination, there shall be at
                least
                one (1) Lockbox Account in existence; and (iii) prior to the effective
                date of such addition, termination or change, (x) executed copies
                of
                Lockbox Agreements executed by each new Lockbox Bank, the Issuer,
                the
                Trustee and the Servicer and (y) copies of all agreements and documents
                signed by either the Issuer or the respective Lockbox Bank with respect
                to
                any new Lockbox Account.

            


    

     

    
      	(e)  	
              Stock,
                Merger, Consolidation, Etc.
                Consolidate with or merge into or with any other Person, or purchase
                or
                otherwise acquire all or substantially all of the assets or capital
                stock,
                or other ownership interest of, any Person or sell, transfer, lease
                or
                otherwise dispose of all or substantially all of its assets to any
                Person,
                except as expressly permitted under the terms of this
                Indenture.

            


    

     

     

    
      
         

      

      
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      	(f)  	
              No
                Change in Control.
                At any time fail to be (i) a wholly owned member of the group of
                which
                Cendant is the common parent and (ii) an entity wholly owned directly
                or
                indirectly by CTRG-CF.

            


    

     

    
      	(g)  	
              ERISA
                Matters.
                Establish or maintain or contribute to any Benefit Plan that is covered
                by
                Title IV of ERISA.

            


    

     

    
      	(h)  	
              Terminate
                or Reject Loans.
                Without limiting anything in subsection 6.2(b), terminate or reject
                any
                Pledged 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 Pledged Loan and any
                related
                Pledged Assets have been released from the Lien created by this
                Indenture.

            


    

     

    
      	(i)  	
              Debt.
                Create, incur, assume or suffer to exist any Debt except as contemplated
                by the Transaction Documents.

            


    

     

    
      	(j)  	
              Guarantees.
                Guarantee, endorse or otherwise be or become contingently liable
                (including by agreement to maintain balance sheet tests) in connection
                with the obligations of any other Person, except endorsements of
                negotiable instruments for collection in the ordinary course of business
                and reimbursement or indemnification obligations as provided for
                under
                this Indenture or as contemplated by the Transaction
                Documents.

            


    

     

    
      	(k)  	
              Limitation
                on Transactions with Affiliates.
                Enter into, or be a party to any transaction with any Affiliate,
                except
                for:

            


    

     

    
      	(i)  	
              the
                transactions contemplated hereby and by the other Transaction Documents;
                and

            


    

     

    
      	(ii)  	
              to
                the extent not otherwise prohibited under this Indenture, other
                transactions upon fair and reasonable terms materially no less favorable
                to the Issuer than would be obtained in a comparable arm’s-length
                transaction with a Person not an
                Affiliate.

            


    

     

    
      	(l)  	
              Lines
                of Business.
                Conduct any business other than that described in the LLC Agreement,
                or
                enter into any transaction with any Person which is not contemplated
                by or
                incidental to the performance of its obligations under the Transaction
                Documents to which it is a party.

            


    

     

    
      	(m)  	
              Limitation
                on Investments.
                Make or suffer to exist any loans or advances to, or extend any credit
                to,
                or make any investments (by way of transfer of property, contributions
                to
                capital, purchase of stock or securities or evidences of indebtedness,
                acquisition of the business or assets or otherwise) in, any Affiliate
                or
                any other Person except for (i) Permitted Investments and (ii) the
                purchase of Loans pursuant to the terms of the Term Purchase
                Agreement.

            


    

     

    
      	(n)  	
              Insolvency
                Proceedings.
                Seek dissolution or liquidation in whole or in part of the
                Issuer.

            


    

     

     

    
      
         

      

      
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      	(o)  	
              Distributions
                to Member.
                Make any distribution to its Member except as provided in the LLC
                Agreement.

            


    

     

    
      	(p)  	
              Place
                of Business; Change of Name.
                Change (x) its type or jurisdiction of organization from that listed
                in
                Section 4.1(a) or (y) its name, unless in any such event the Issuer
                shall
                have given the Trustee, the Collateral Agent and the Insurer and
                the Swap
                Counterparty at least ten (10) days prior written notice thereof
                and shall
                take all action necessary or reasonably requested by the Trustee,
                the
                Insurer or the Collateral Agent to amend its existing Financing Statements
                and file additional Financing Statements in all applicable jurisdictions
                necessary or advisable to maintain the perfection of the Lien of
                the
                Collateral Agent under this
                Indenture.

            


    

     

    ARTICLE
      VII

    SERVICING
      OF PLEDGED LOANS

     

    Section
      7.1  Responsibility
      for Loan Administration.
      The
      Servicer shall manage, administer, service and make collections on the Pledged
      Loans on behalf of the Trustee and Issuer. Without limiting the generality
      of
      the foregoing, but subject to all other provisions hereof, the Trustee and
      the
      Issuer grant to the Servicer a limited power of attorney to execute and the
      Servicer is hereby authorized and empowered to so execute and deliver, on behalf
      of itself, the Issuer and the Trustee or any of them, any and all instruments
      of
      satisfaction or cancellation or of partial or full release or discharge and
      all
      other comparable instruments with respect to the Pledged Loans, any related
      Mortgages and the related Timeshare Properties, but only to the extent deemed
      necessary by the Servicer.

     

    Each
      of
      the Trustee, the Issuer and the Collateral Agent, at the request of a Servicing
      Officer, shall furnish the Servicer with any documents in its possession
      reasonably requested or take any action reasonably requested, necessary or
      appropriate to enable the Servicer to carry out its servicing and administrative
      duties hereunder (subject, in the case of requests for documents contained
      in
      any Loan Files, to the requirements of Section 6.1(l)).

     

    CTRG-CF
      is hereby appointed as the Servicer until such time as any Service Transfer
      shall be effected under Article XII.

     

    Section
      7.2  Standard
      of Care.
      In
      managing, administering, servicing and making collections on the Pledged Loans
      pursuant to this Indenture, the Servicer will exercise that degree of skill
      and
      care consistent with Customary Practices and the Credit Standards and Collection
      Policies.

     

    Section
      7.3  Records.
      The
      Servicer shall, during the period it is Servicer hereunder, maintain such books
      of account, computer data files and other records as will enable the Trustee
      to
      determine the status of each Pledged Loan and will enable such Loan to be
      serviced in accordance with the terms of this Indenture by a Successor Servicer
      following a Service Transfer.

     

    Section
      7.4  Loan
      Schedule.
      The
      Servicer shall at all times maintain the Loan Schedule and electronically
      provide to the Trustee, the Issuer, the Insurer, the Collateral Agent and the
      Custodian a current, complete copy of the Loan Schedule. The Loan Schedule
      may
      be in 

     

     

    
      
         

      

      
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    one
      or
      multiple documents including the original listing and monthly amendments listing
      changes.

     

    Section
      7.5  Enforcement.

     

    
      	(a)  	
              The
                Servicer will, consistent with Section 7.2, act with respect to the
                Pledged Loans in such manner as will maximize the receipt of Collections
                in respect of such Pledged Loans (including, to the extent necessary,
                instituting foreclosure proceedings against the Timeshare Property,
                if
                any, underlying a Pledged Loan or disposing of the underlying Timeshare
                Property, if any). The Servicer will diligently monitor the integration
                of
                the collection functions of CTRG-CF and Trendwest and to the extent
                the
                Servicer detects any deterioration in collections or any increase
                in
                delinquencies or defaults or other factors which indicate or might
                indicate any deterioration in collections, the Servicer will use
                its best
                efforts to determine the source of the problem and will use its best
                efforts to remedy such problem.

            


    

     

    
      	(b)  	
              The
                Servicer may sue to enforce or collect upon Pledged Loans, in its
                own
                name, if possible, or as agent for the Issuer. If the Servicer elects
                to
                commence a legal proceeding to enforce a Pledged Loan, the act of
                commencement shall be deemed to be an automatic assignment of the
                Pledged
                Loan to the Servicer for purposes of collection only. If, however,
                in any
                enforcement suit or legal proceeding it is held that the Servicer
                may not
                enforce a Pledged Loan on the grounds that it is not a real party
                in
                interest or a holder entitled to enforce the Pledged Loan, the Trustee
                on
                behalf of the Issuer shall, at the Servicer’s expense, take such steps as
                the Servicer and the Trustee may mutually agree are necessary (such
                agreement not to be unreasonably withheld) to enforce the Pledged
                Loan,
                including bringing suit in its name or the name of the Issuer. The
                Servicer shall provide to the Trustee reasonable security or indemnity
                against the costs, expenses and liabilities which may be incurred
                thereby.

            


    

     

    
      	(c)  	
              The
                Servicer, upon notice to the Trustee, may grant to the Obligor on
                any
                Pledged Loan any rebate, refund or adjustment out of the appropriate
                Collection Account that the Servicer in good faith believes is required
                as
                a matter of law; provided
                that, on any Business Day on which such rebate, refund or adjustment
                is to
                be paid hereunder, such rebate, refund or adjustment shall only be
                paid to
                the extent of funds otherwise available for distribution from the
                Collection Account.

            


    

     

    
      	(d)  	
              The
                Servicer will not extend, amend, waive or otherwise modify the terms
                of
                any Pledged Loan (other than in accordance with Customary Practices)
                or
                permit the rescission or cancellation of any Pledged Loan, whether
                for any
                reason relating to a negative change in the related Obligor’s
                creditworthiness or inability to make any payment under the Pledged
                Loan
                or otherwise.

            


    

     

    
      	(e)  	
              The
                Servicer shall have discretion to sell the collateral which secures
                any
                Defaulted Loans free and clear of the Lien of this Indenture, in
                exchange
                for cash, in accordance with Customary Practices and Credit Standards
                and
                Collection Policies. All proceeds of any such sale of such collateral
                shall be deposited by the Servicer into the Collection
                Account.

            


    

     

     

    
      
         

      

      
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      	(f)  	
              The
                Servicer shall not sell any Defaulted Loan or any collateral securing
                a
                Defaulted Loan to any Seller or Originator except for an amount at
                least
                equal to the fair market value
                thereof.

            


    

     

    
      	(g)  	
              Notwithstanding
                any other provision of this Indenture, the Servicer shall have no
                obligation to, and shall not, foreclose on the collateral securing
                any
                Pledged Loan unless the proceeds from such foreclosure will be sufficient
                to cover the expenses of such foreclosure. Notwithstanding any other
                provision of this Indenture, proceeds from the foreclosure by the
                Servicer
                on the collateral securing any Pledged Loans shall first be applied
                by the
                Servicer to reimburse itself for the expenses of such foreclosure,
                and any
                remaining proceeds shall be deposited into the Collection
                Account.

            


    

     

    Section
      7.6  Trustee
      and Collateral Agent to Cooperate.
      Upon
      request of a Servicing Officer, the Trustee and the Collateral Agent shall
      perform such other acts as are reasonably requested by the Servicer (including
      without limitation the execution of documents) and otherwise cooperate with
      the
      Servicer in enforcement of the Trustee’s rights and remedies with respect to
      Pledged Loans.

     

    Section
      7.7  Other
      Matters Relating to the Servicer.
      The
      Servicer is hereby authorized and empowered to:

     

    
      	(a)  	
              advise
                the Trustee in connection with the amount of withdrawals from Accounts
                in
                accordance with the provisions of this
                Indenture;

            


    

     

    
      	(b)  	
              execute
                and deliver, on behalf of the Issuer, any and all instruments of
                satisfaction or cancellation, or of partial or full release or discharge,
                and all other comparable instruments, with respect to the Pledged
                Loans
                and, after the delinquency of any Pledged Loan and to the extent
                permitted
                under and in compliance with applicable law and regulations, to commence
                enforcement proceedings with respect to such Pledged Loan including
                without limitation the exercise of rights under any power-of-attorney
                granted in any Pledged Loan; and

            


    

     

    
      	(c)  	
              make
                any filings, reports, notices, applications, registrations with,
                and to
                seek any consents or authorizations from the Securities and Exchange
                Commission and any state securities authority on behalf of the Issuer
                as
                may be necessary or advisable to comply with any federal or state
                securities or reporting requirements
                laws.

            


    

     

    Prior
      to
      the occurrence of an Event of Default hereunder, the Trustee agrees that it
      shall promptly follow the instructions of the Servicer duly given to withdraw
      funds from the Accounts.

     

    Section
      7.8  Servicing
      Compensation.
      As
      compensation for its servicing activities hereunder the Servicer shall be
      entitled to receive the Monthly Servicer Fee.

     

    Section
      7.9  Costs
      and Expenses.
      The
      costs and expenses incurred by the Servicer in carrying out its duties
      hereunder, including without limitation the fees and expenses incurred in
      connection with the enforcement of Pledged Loans, shall be paid by the Servicer
      and the Servicer shall be entitled to reimbursement hereunder from the Issuer
      as
      provided in Section 3.1. Failure

     

     

    
      
         

      

      
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    by
      the
      Servicer to receive reimbursement shall not relieve the Servicer of its
      obligations under this Indenture.

     

    Section
      7.10  Representations
      and Warranties of the Servicer.
      The
      Servicer hereby represents and warrants to the Trustee, the Collateral Agent
      and
      the Noteholders as of the date of this Indenture:

     

    
      	(a)  	
              Organization
                and Good Standing.
                The Servicer is a corporation duly organized, validly existing and
                in good
                standing under the laws of the State of Delaware and has full corporate
                power, authority, and legal right to own its property 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 Indenture. The Servicer 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 necessary for the enforcement
                of each Pledged Loan or in which failure to qualify or to obtain
                such
                licenses and approvals would have a Material Adverse Effect on the
                Noteholders.

            


    

     

    
      	(b)  	
              Due
                Authorization.
                The execution and delivery by the Servicer of each of the Transaction
                Documents to which it is a party, and the consummation by the Servicer
                of
                the transactions contemplated hereby and thereby have been duly authorized
                by the Servicer by all necessary corporate action on the part of
                the
                Servicer.

            


    

     

    
      	(c)  	
              Binding
                Obligations.
                Each of the Transaction Documents to which Servicer is a party constitutes
                a legal, valid and binding obligation of the Servicer enforceable
                against
                the Servicer in accordance with its terms, except as such enforceability
                may be subject to or limited by applicable Debtor Relief Laws and
                except
                as such enforceability may be limited by general principles of equity
                (whether considered in a suit at law or in
                equity).

            


    

     

    
      	(d)  	
              No
                Conflict; No Violation.
                The execution and delivery by the Servicer of each of the Transaction
                Documents to which the Servicer is a party, and the performance by
                the
                Servicer of the transactions contemplated by such agreements and
                the
                fulfillment by the Servicer of the terms hereof and thereof applicable
                to
                the Servicer, will not conflict with, violate, result in any breach
                of the
                terms and provisions of, or constitute (with or without notice or
                lapse of
                time or both) a default under any provision of any existing law or
                regulation or any order or decree of any court applicable to the
                Servicer
                or its certificate of incorporation or bylaws or any material indenture,
                contract, agreement, mortgage, deed of trust or other material instrument,
                to which the Servicer is a party or by which it is bound, except
                where
                such conflict, violation, breach or default would not have a Material
                Adverse Effect.

            


    

     

    
      	(e)  	
              No
                Proceedings.
                There are no proceedings or investigations pending or, to the knowledge
                of
                the Servicer threatened, against the Servicer, before any court,
                regulatory body, administrative agency, or other tribunal or governmental
                instrumentality (i) asserting the invalidity of this Indenture or
                any of
                the other Transaction Documents, (ii) seeking to prevent the consummation
                of any of the transactions contemplated by this Indenture or any
                of the
                other Transaction Documents, (iii) seeking any determination or ruling
                that, in the reasonable judgment of the Servicer, would adversely
                affect
                the performance by the Servicer of its obligations under this Indenture
                or
                any of the other Transaction Documents, (iv) seeking any
                

            


    

     

     

    
      
         

      

      
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              determination
                or ruling that would adversely affect the validity or enforceability
                of
                this Indenture or any of the other Transaction Documents or (v) seeking
                any determination or ruling that would have a Material Adverse
                Effect

            


    

     

    
      	(f)  	
              All
                Consents Required.
                All approvals, authorizations, consents, orders or other actions
                of any
                Person or any governmental body or official required in connection
                with
                the execution and delivery by the Servicer of this Indenture or of
                the
                other Transaction Documents to which it is a party or the performance
                by
                the Servicer of the transactions contemplated hereby and thereby
                and the
                fulfillment by the Servicer of the terms hereof and thereof, have
                been
                obtained, except where the failure so to do would not have a Material
                Adverse Effect.

            


    

     

    Section
      7.11  Additional
      Covenants of the Servicer.
      The
      Servicer further agrees as provided in this Section 7.11.

     

    
      	(a)  	
              Change
                in Payment Instructions to Obligors.
                The Servicer will not add or terminate any bank as a Lockbox Bank
                from
                those listed in Schedule 2 to this Indenture or make any change in
                the
                instructions to Obligors regarding payments to be made to any Lockbox
                Bank, unless the Trustee shall have received (i) 30 Business Days’ prior
                notice of such addition, termination or change and (ii) prior to
                the
                effective date of such addition, termination or change, (x) fully
                executed
                copies of the new or revised Lockbox Agreements executed by each
                new
                Lockbox Bank, the Issuer, the Trustee and the Servicer and (y) copies
                of
                all agreements and documents signed by either the Issuer or the respective
                Lockbox Bank with respect to any new Lockbox
                Account.

            


    

     

    
      	(b)  	
              Collections.
                If the Servicer receives any Collections, the Servicer shall hold
                such
                Collections in trust for the benefit of the Trustee and deposit such
                Collections into a Lockbox Account or the Collection Account as soon
                as
                practicable but in any event within two Business Days following the
                Servicer’s receipt thereof.

            


    

     

    
      	(c)  	
              Compliance
                with Requirements of Law.
                The Servicer will maintain in effect all qualifications required
                under all
                relevant laws, rules, regulations and orders in order to service
                each
                Pledged Loan, and shall comply in all material respects with all
                applicable laws, rules, regulations and orders with respect to it,
                its
                business and properties, and the servicing of the Pledged Loans (including
                without limitation the laws, rules and regulations of each state
                governing
                the sale of timeshare contracts).

            


    

     

    
      	(d)  	
              Protection
                of Rights.
                The Servicer will take no action that would impair in any material
                respect
                the rights of any of the Collateral Agent or the Trustee in the Pledged
                Loans or any other Collateral, or violate the Collateral Agency
                Agreement.

            


    

     

    
      	(e)  	
              Credit
                Standards and Collection Policies.
                The Servicer will comply in all material respects with the Credit
                Standards and Collection Policies and Customary Practices with respect
                to
                each Pledged Loan.

            


    

     

    
      	(f)  	
              Notice
                to Obligors.
                The Servicer will ensure that the Obligor of each Pledged Loan
                either:

            


    

     

     

    
      
         

      

      
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    (1) has
      been
      instructed, pursuant to the Servicer’s routine distribution of a periodic
      statement to such Obligor next succeeding:

     

    (A) the
      date
      the Loan becomes a Pledged Loan, or

     

    
      	 	
              (B)

            	
              the
                day on which a PAC ceased to apply to such Pledged Loan, in the case
                of a
                Pledged Loan formerly subject to a
                PAC,

            


    

     

    but
      in no
      event later than the then next succeeding due date for a Scheduled Payment
      under
      the related Pledged Loan, to remit Scheduled 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

     

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

     

    
      	(g)  	
              Relocation
                of Servicer.
                The Servicer shall at all times maintain each office from which it
                services Pledged Loans within the United States of
                America.

            


    

     

    
      	(h)  	
              Instruments.
                The Servicer will not remove any portion of the Pledged Loans or
                other
                collateral that consists of money or is evidenced by an instrument,
                certificate or other writing (including any Pledged Loan) from the
                jurisdiction in which it is then held unless the Trustee has first
                received an Opinion of Counsel to the effect that the Lien created
                by this
                Indenture with respect to such property will continue to be maintained
                after giving effect to such action or actions; provided,
                however,
                that the Custodian, the Collateral Agent and the Servicer may remove
                Loans
                from such jurisdiction to the extent necessary to satisfy any requirement
                of law or court order, in all cases in accordance with the provisions
                of
                the Custodial Agreement, the Collateral Agency Agreement and this
                Indenture.

            


    

     

    
      	(i)  	
              Loan
                Schedule.
                The Servicer will promptly amend the Loan Schedule to reflect terms
                or
                discrepancies that become known to the Servicer at any
                time.

            


    

     

    
      	(j)  	
              Segregation
                of Collections.
                The Servicer will:

            


    

     

    
      	(i)  	
              prevent
                the deposit into any Account of any funds other than Collections
                or other
                funds to be deposited into such Account under this Indenture (provided
                that, this covenant shall not be breached to the extent that funds
                are
                inadvertently deposited into any of such Accounts and are promptly
                segregated and removed from the Account);
                and

            


    

     

    
      	(ii)  	
              with
                respect to each Lockbox Account either (i) prevent the deposit into
                such
                account of any funds other than Collections in respect of Pledged
                Loans or
                (ii) enter into an intercreditor agreement with other entities which
                have an interest in the amounts in such Lockbox Account to allocate
                the
                Collections with respect to Pledged Loans to the Issuer and transfer
                such
                amounts to the Trustee for deposit into the appropriate Collection
                Account
                (provided
                that, the covenant in clause (i) of this paragraph (b) shall not
                be
                

            


    

     

     

    
      
         

      

      
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              breached
                to the extent funds not constituting Collections in respect of Pledged
                Loans are inadvertently deposited into such Lockbox Account and are
                promptly segregated and remitted to the owner
                thereof).

            


    

     

    
      	(k)  	
              Terminate
                or Reject Loans.
                Except to the extent necessary to address defects in the sales process
                or
                in cases of exceptional hardship of the Obligor, and without limiting
                anything in subsection 6.2(b), the Servicer will not terminate any
                Pledged
                Loan prior to the end of the term of such Loan, whether such early
                termination is made pursuant to an equitable cause, statute, regulation,
                judicial proceeding or other applicable law, unless prior to such
                termination, the Issuer consents and any related Pledged Assets have
                been
                released from the Lien of this
                Indenture.

            


    

     

    
      	(l)  	
              Change
                in Business or Credit Standards and Collection Policies.
                The Servicer will not make any change in the Credit Standards and
                Collection Policies or deviate from the exercise of Customary Practices,
                which change or deviation would materially impair the value or
                collectibility of any Pledged Loan.

            


    

     

    
      	(m)  	
              Keeping
                of Records and Books of Account.
                The Servicer shall maintain and implement administrative and operating
                procedures (including without limitation an ability to recreate records
                evidencing the Pledged Loans in the event of the destruction or loss
                of
                the originals thereof) and keep and maintain, all documents, books,
                records and other information reasonably necessary or advisable for
                the
                collection of all Pledged Loans (including without limitation records
                adequate to permit the daily identification of all Collections with
                respect to, and adjustments of amounts payable under, each Pledged
                Loan).

            


    

     

    
      	(n)  	
              Recordation
                of Collateral Assignments.
                The Servicer will cause the collateral Assignment of Mortgage to
                the
                Collateral Agent to be perfected as provided in the Fairfield Master
                Loan
                Purchase Agreement, except that the Servicer shall not be required
                to file
                or cause the filing of such collateral Assignment of Mortgage to
                the
                extent (a) the related Timeshare Property is located in the State
                of
                Florida and the Servicer shall have received 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
                and
                (b) the long-term debt rating assigned by Moody’s to the obligations of
                Cendant has not been withdrawn or reduced below Baa1. If the Servicer
                is
                unable to obtain the opinion described in clause (a) of the preceding
                sentence or if the rating described in clause (b) is withdrawn or
                reduced,
                then the Servicer will take or cause to be taken such action as is
                required to record the Assignment of Mortgage with respect to the
                Timeshare Properties located in the State of
                Florida.

            


    

     

    
      	(o)  	
              Maintenance
                of Security Interest.
                Upon its receipt on or before March 31 of each year, commencing in
                2006,
                of a copy of the opinion described in Section 2.02(c) of the Insurance
                Agreement as in effect on the date hereof, the Servicer shall review
                the
                opinion and, to the extent any such opinion describes the recording,
                filing, re-recording or refiling of any document or the filing of
                any
                financing statements, continuation statements, or amendments that,
                in the
                opinion of such counsel, are required to maintain the lien and security
                interest created by this Indenture, then the Servicer, at the expense
                of
                the Issuer, shall cooperate with the Issuer in taking such actions
                within
                the time limits described in such
                opinion.

            


    

     

     

    
      
         

      

      
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      	(p)  	
              Credit
                Standards and Collection Policies.
                The Servicer will make a diligent effort to deliver to the Insurer
                a copy
                of each material amendment or material modification of the Credit
                Standards and Collection Policies promptly upon the effectiveness
                of any
                such amendment or modification provided that any inadvertent failure
                to
                deliver any such amendment or modification will not be deemed a default
                under this Agreement.

            


    

     

    Section
      7.12  Servicer
      not to Resign.

     

    The
      entity then serving as Servicer shall not resign from the obligations and duties
      hereby imposed on it hereunder except upon determination that (i) the
      performance of its duties hereunder is no longer permissible under applicable
      law, (ii) there is no reasonable action which can be taken to make the
      performance of its duties hereunder permissible under applicable law and (iii)
      a
      Successor Servicer shall have been appointed and accepted the duties as Servicer
      pursuant to Section 12.2. Any such determination permitting the resignation
      of
      the Servicer pursuant to clause (i) of the preceding sentence shall be evidenced
      by an Opinion of Counsel to such effect delivered to the Trustee and the
      Insurer. No such resignation shall be effective until a Successor Servicer
      shall
      have assumed the responsibilities and obligations of the Servicer in accordance
      with Section 12.2.

     

    Section
      7.13  Merger
      or Consolidation of, or Assumption of the Obligations of
      Servicer.

     

    The
      Servicer shall not consolidate with or merge into any other corporation or
      convey or transfer its properties and assets substantially as an entirety to
      any
      Person unless:

     

    (i) the
      corporation formed by such consolidation or into which the Servicer is merged
      or
      the Person which acquires by conveyance or transfer the properties and assets
      of
      the Servicer substantially as an entirety shall be a corporation organized
      and
      existing under the laws of the United States of America or any state or the
      District of Columbia and, if the Servicer is not the surviving entity, shall
      expressly assume by an agreement supplemental hereto, executed and delivered
      to
      the Trustee in form satisfactory to the Trustee, the performance of every
      covenant and obligation of the Servicer hereunder;

     

    (ii) the
      Servicer has delivered to the Trustee and the Insurer an Officer’s Certificate
      and an Opinion of Counsel each stating that such consolidation, merger,
      conveyance or transfer and such supplemental agreement comply with this Section
      7.13, and all conditions precedent provided for herein relating to such
      transaction have been satisfied;

     

    (iii) the
      Rating Agency Condition has been satisfied with respect to such consolidation,
      amendment, merger, conveyance or transfer; and

     

    (iv) immediately
      prior to and after the consummation of such merger, consolidation, conveyance
      or
      transfer, no event which, with notice or passage of time or both, would become
      a
      Servicer Default under the terms of this Indenture shall have occurred and
      be
      continuing.

     

    Section
      7.14  Examination
      of Records.
      Each of
      the Issuer and the Servicer shall clearly and unambiguously identify each
      Pledged Loan in its respective computer or other records to reflect that such
      Pledged Loan has been Granted to the Collateral Agent pursuant to this


     

     

    
      
         

      

      
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    Indenture.
      Each of the Issuer and the Servicer shall, prior to the sale or transfer to
      a
      third party of any Loan similar to the Pledged Loans held in its custody,
      examine its computer and other records to determine that such Loan is not a
      Pledged Loan.

     

    Section
      7.15  Delegation
      of Duties.
      In the
      ordinary course of business, the Servicer, including any Successor Servicer,
      may
      at any time delegate any duties hereunder to any Person who agrees to conduct
      such duties in accordance with the terms of this Indenture. Any such delegations
      shall not constitute a resignation within the meaning of Section 7.12 of this
      Indenture. Notwithstanding anything to the contrary contained herein, or in
      any
      agreement relating to such delegations, the Servicer shall remain obligated
      and
      liable to the Trustee, the Issuer, the Collateral Agent, the Insurer and the
      Noteholders for the servicing and administration of the Pledged Loans in
      accordance with the provisions of this Indenture to the same extent and under
      the same terms and conditions as if it alone were servicing and administering
      the Pledged Loans.

     

    Section
      7.16  Servicer
      Advances.
      On or
      before each Determination Date the Servicer may deposit into the Collection
      Account an amount equal to the aggregate amount of Servicer Advances, if any,
      with respect to Scheduled Payments on Pledged Loans (which are not Defaulted
      Loans) for the preceding Due Period which are not received on or prior to such
      Payment Date. Such Servicer Advances shall be included as Available Funds.
      Neither the Servicer, any Successor Servicer nor the Trustee, acting as
      Servicer, shall have any obligation to make any Servicer Advance and may refuse
      to make a Servicer Advance for any reason or no reason. The Servicer shall
      not
      make any Servicer Advance that, after reasonable inquiry and in its sole
      discretion, it determines is unlikely to be ultimately recoverable from
      subsequent payments or collections or otherwise with respect to the Pledged
      Loan
      with respect to which such Servicer Advance is proposed to be made.

     

    Section
      7.17     Delivery
      of Monthly Files.
      The
      Servicer shall on or before the Determination Date in each calendar month
      deliver to the Collateral Agent an electronic file containing with respect
      to
      each Pledged Loan the loan number, the principal balance of the loan and the
      next payment due date for such loan.

     

     

    ARTICLE
      VIII

    REPORTS

     

    Section
      8.1  Monthly
      Servicing Report.
      On or
      before the Determination Date prior to each Payment Date, the Servicer shall
      deliver to the Trustee, the Issuer, the Insurer, Fitch and S&P a Monthly
      Servicing Report in a form substantially like that attached as Exhibit D to
      this
      Indenture with such additions as the Trustee may from time to time request
      and
      containing information necessary to make payments and transfer funds as provided
      in Sections 3.1 and 3.4 of this Indenture. The Servicer shall deliver each
      such
      Monthly Servicer Report to the Trustee on or before 3:00 p.m. New York City
      time
      on the Determination Date. Each Monthly Servicing Report shall be accompanied
      by
      a certificate of a Servicing Officer substantially in the form of Exhibit D
      certifying the accuracy of such report and that no Event of Default or event
      that with the giving of notice or lapse of time or both would become an Event
      of
      Default has occurred, or if such event has occurred and is continuing,
      specifying the event and its status. Such certificate 

     

     

    
      
         

      

      
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    shall
      state whether or not a Rapid Amortization Event, Cash Accumulation Event or
      Servicer Default has occurred and shall also identify which, if any, Pledged
      Loans have been identified as Defective Loans or have become Defaulted Loans
      during the preceding Due Period and if a Cash Accumulation Event has occurred.
      

     

    Section
      8.2  Other
      Data.
      In
      addition, the Servicer shall at the reasonable request of the Trustee, the
      Issuer, the Insurer or a Rating Agency, furnish to the Trustee, the Issuer,
      the
      Insurer or such Rating Agency such underlying data as can be generated by the
      Servicer’s existing data processing system without undue modification or
      expense; provided,
      however,
      nothing
      in this Section 8.2 shall permit any of the Trustee, the Issuer, the Insurer
      or
      any Rating Agency to materially change or modify the ongoing data reporting
      requirements under this Article VIII.

     

    Section
      8.3  Annual
      Servicer’s Certificate.
      The
      Servicer will deliver to the Issuer, the Trustee, the Insurer and each Rating
      Agency within forty-five (45) days after the end of each fiscal year, beginning
      with the fiscal year ending December 31, 2005, an Officer’s Certificate
      substantially in the form of Exhibit E stating that (a) a review of the
      activities of the Servicer during the preceding calendar year (or, in the case
      of the first such Officer’s Certificate, the period since the Closing Date) and
      of its performance under this Indenture during such period was made under the
      supervision of the officer signing such certificate and (b) to the Servicer’s
      knowledge, based on such review, the Servicer has fully performed all of its
      obligations under this Indenture for the relevant time period, or, if there
      has
      been a default in the performance of any such obligation, specifying each such
      default known to such officer and the nature and status thereof.

     

    Section
      8.4  Notices
      to CTRG-CF.
      In the
      event that CTRG-CF is not acting as Servicer, any Successor Servicer appointed
      and acting pursuant to Section 12.2 shall deliver or make available to CTRG-CF
      each certificate and report required to be prepared, forwarded or delivered
      thereafter pursuant to the provisions of this Article VIII.

     

    Section
      8.5  Tax
      Reporting.
      The
      Trustee shall file or cause to be filed with the Internal Revenue Service and
      furnish or cause to be furnished to Noteholders Information Reporting Forms
      1099, together with such other information reports or returns at the time or
      times and in the manner required by the Code consistent with the treatment
      of
      the Notes as indebtedness of the Issuer for federal income tax
      purposes.

     

    ARTICLE
      IX

    LOCKBOX
      ACCOUNTS

     

    Section
      9.1  Lockbox
      Accounts.
      The
      Issuer has established or has caused to be established and shall maintain or
      cause to be maintained a system of operations, accounts and instructions with
      respect to the Obligors and Lockbox Accounts at the Lockbox Banks as described
      in Sections 4.1(j) and 6.1. Pursuant to the Lockbox Agreement to which it is
      party, each Lockbox Bank shall be irrevocably instructed to initiate an
      electronic transfer of all funds on deposit in the relevant Lockbox Account
      or
      to the extent the Lockbox Account is operated under an intercreditor agreement
      all funds in the Lockbox Account that are derived from Pledged Loans, to the
      Collection Account on the Business Day on which such funds become available.
      

     

     

    
      
         

      

      
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    Prior
      to
      the occurrence of an Event of Default, the Trustee shall be authorized to allow
      the Servicer to effect or direct deposits into the Lockbox Accounts. The Trustee
      is hereby irrevocably authorized and empowered, as the Issuer’s
      attorney-in-fact, to endorse any item deposited in a Lockbox Account, or
      presented for deposit in any Lockbox Account or the Collection Account,
      requiring the endorsement of the Issuer, which authorization is coupled with
      an
      interest and is irrevocable.

     

    All
      funds
      in each Lockbox Account shall be transferred daily by or upon the order of
      the
      Trustee by electronic funds transfer or intra-bank transfer to the Collection
      Account.

     

    ARTICLE
      X

    INDEMNITIES

     

    Section
      10.1  Liabilities
      to Obligors.
      No
      obligation or liability to any Obligor under any of the Pledged Loans is
      intended to be assumed by the Trustee, the Insurer or the Noteholders under
      or
      as a result of this Indenture and the transactions contemplated hereby and,
      to
      the maximum extent permitted by law, the Trustee, the Insurer and the
      Noteholders expressly disclaim any such obligation and liability.

     

    Section
      10.2  Tax
      Indemnification.
      The
      Issuer agrees to pay, and to indemnify, defend and hold harmless the Trustee,
      the Noteholders, the Insurer and the Swap Counterparty from, any taxes which
      may
      at any time be asserted with respect to, and as of the date of, the Grant of
      the
      Pledged Loans to the Collateral Agent for the benefit of the Trustee, the
      Noteholders, the Insurer and the Swap Counterparty, including without limitation
      any sales, gross receipts, general corporation, personal property, privilege
      or
      license taxes (but not including any federal, state or other income or
      intangible asset taxes arising out of the issuance of the Notes or distributions
      with respect thereto, other than any such intangible asset taxes in respect
      of a
      jurisdiction in which the indemnified person is not otherwise subject to tax
      on
      its intangible assets) and costs, expenses and reasonable counsel fees in
      defending against the same.

     

    Section
      10.3  Servicer’s
      Indemnities.
      Each
      entity serving as Servicer shall defend and indemnify the Issuer and the Trustee
      against any and all costs, expenses, losses, damages, claims and liabilities,
      including reasonable fees and expenses of counsel and expenses of litigation,
      in
      respect of any action taken, or failure to take any action by such entity as
      Servicer (but not by any predecessor or successor Servicer) with respect to
      this
      Indenture or any Pledged Loan; provided,
      however,
      such
      indemnity shall apply only in respect of any negligent action taken, or
      negligent failure to take any action, or reckless disregard of duties hereunder,
      or bad faith or willful misconduct by the Servicer. This indemnity shall survive
      any Service Transfer (but a Servicer’s obligations under this Section 10.3 shall
      not relate to any actions of any Successor Servicer after a Service Transfer)
      and any payment of the amount owing hereunder or any release by the Issuer
      of
      any such Pledged Loan.

     

    Section
      10.4  Operation
      of Indemnities.
      Indemnification under this Article X shall include without limitation
      reasonable fees and expenses of counsel and expenses of litigation. If the
      Servicer has made any indemnity payments to the Trustee, the Noteholders, the
      Swap Counterparty or the Issuer pursuant to this Article X and if either the
      Trustee or the Issuer 

     

     

    
      
         

      

      
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    thereafter
      collect any of such amounts from others, the Trustee, the Noteholders, the
      Swap
      Counterparty or the Issuer will promptly repay such amounts collected to the
      Servicer without interest.

     

    ARTICLE
      XI  

    EVENTS
      OF
      DEFAULT

     

    Section
      11.1  Events
      of Default.
      If any
      one of the following events shall occur:

     

    
      	(a)  	
              Available
                Funds together with the Reserve Account Draw Amount are not sufficient
                to
                pay in full interest due on the Notes on any Payment Date (without
                regard
                to amounts paid pursuant to the Insurance
                Policy);

            


    

     

    
      	(b)  	
              Available
                Funds together with the Reserve Account Draw Amount on the Scheduled
                Final
                Maturity Date are not sufficient to reduce the Aggregate Principal
                Amount
                of the Notes to zero;

            


    

     

    
      	(c)  	
              a
                default in the observance or performance of any material covenant
                or
                agreement of the Issuer made with respect to itself or the Servicer
                made
                with respect to itself in this Indenture (other than a covenant or
                agreement, a default in the observance or performance of which is
                elsewhere in this Section 11.1 specifically dealt with) or in the
                Insurance Agreement, or any representation or warranty of the Issuer
                made
                as to itself or the Servicer made with respect to itself in this
                Indenture
                or in the Insurance Agreement, or in any certificate or other writing
                delivered pursuant hereto or thereto, or in connection herewith or
                therewith, proving to have been incorrect in any material respect
                as of
                the time when the same shall have been made, and such default shall
                continue or not be cured, or the circumstance or condition in respect
                of
                which such representation or warranty was incorrect shall not have
                been
                eliminated or otherwise cured, for a period of thirty (30) days after
                the
                earlier of actual knowledge or the receipt of written notice sent
                by
                registered or certified mail, return receipt requested, to the Issuer,
                if
                the Issuer is in default, or to the Servicer, if the Servicer is
                in
                default, by the Trustee or to the Issuer and the Servicer, as applicable,
                and the Trustee by (A) the Insurer, if no Insurer Default has
                occurred and is continuing or (B) during the continuation of an
                Insurer Default, the Noteholders of at least 50% of the Aggregate
                Principal Amount of the Notes, specifying such default or incorrect
                representation or warranty and requiring it to be remedied and stating
                that such notice is a “Notice of Default”
                hereunder;

            


    

     

    
      	(d)  	
              (1)
                the Issuer shall consent to the appointment of a conservator, receiver
                or
                liquidator in any insolvency, adjustment of debt, marshalling of
                assets
                and liabilities or similar proceedings of or relating to the Issuer
                or to
                all or substantially all of its property, as the case may be; (2)
                a decree
                or order of a court, agency or supervisory authority having jurisdiction
                for the appointment of a conservator or receiver or liquidator in
                any
                insolvency, adjustment of debt, marshalling of assets and liabilities
                or
                similar proceedings, or for the winding-up or liquidation of its
                affairs,
                shall have been entered against the Issuer and such decree or order
                shall
                have remained in force undischarged or unstayed for a period of 60
                days;
                or (3) the Issuer shall become insolvent or admit in writing its
                inability
                to pay its debts generally as they become due,


            


    

     

     

    
      
         

      

      
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              file
                a petition to take advantage of any applicable insolvency or
                reorganization statute, make an assignment for the benefit of its
                creditors or voluntarily suspend payment of its
                obligations;

            


    

     

    
      	(e)  	
              the
                Issuer shall become or come under the control of an “investment company”
                subject to registration under the Investment Company Act;
                or

            


    

     

    
      	(f)  	
              failure
                on the part of CTRG-CF or Trendwest, if any, to (i) repurchase any
                Defective Loan or provide a Qualified Substitute Loan if required
                to do so
                under the terms of the applicable Purchase Agreement or (ii) maintain
                the
                perfection and first priority status of the security interest granted
                to
                the Depositor upon the sale of the Pledged Loans and such failure
                continues for a period of thirty (30) days after actual knowledge
                of such
                failure or the receipt of written notice sent by registered or certified
                mail, return receipt requested, to the Issuer, and to CTRG-CF or
                Trendwest, as applicable, by the Trustee or to the Issuer and CTRG-CF
                or
                Trendwest, as applicable, and the Trustee by (a) the Insurer, if
                no
                Insurer Default has occurred and is continuing or (B) during the
                continuation of an Insurer Default, the Holders of at least 50% of
                the
                Aggregate Principal Amount of the Notes, specifying such failure
                and
                requiring it to be remedied and stating that such notice is a “Notice of
                Default” hereunder; 

            


    

     

    THEN,
      with respect to the event described in subparagraph (d), an Event of Default
      shall automatically occur as of the date of such event and with respect to
      each
      of the events described in subparagraphs (a), (b), (c), (e) and (f) an Event
      of
      Default shall occur upon the occurrence of the event, the passage of the
      applicable grace period, if any and the declaration that such event shall
      constitute an Event of Default which declaration shall be made by the Trustee
      or
      (A) the Insurer, if no Insurer Default has occurred and is continuing or (B)
      during the continuation of an Insurer Default, the Holders of greater than
      50%
      of the Aggregate Principal Amount of the Notes. If an Event of Default has
      occurred, it shall continue unless waived in writing by (A) the Insurer, if
      no
      Insurer Default has occurred and is continuing or (B) during the continuation
      of
      an Insurer Default, the Holders of greater than 50% of the Aggregate Principal
      Amount of the Notes.

     

    Promptly
      after the automatic occurrence of an Event of Default, and, in any event, within
      two Business Days thereafter, the Trustee shall notify the Insurer, each
      Noteholder and each Rating Agency of the occurrence thereof to the extent a
      Responsible Officer of the Trustee has actual knowledge thereof based upon
      receipt of written information or other communication.

     

    Section
      11.2  Acceleration
      of Maturity; Rescission and Annulment.

     

    (a) If
      any
      Event of Default occurs under subparagraph (d) of Section 11.1, the principal
      of
      each Class of Notes, together with accrued and unpaid interest thereon, will
      automatically be accelerated and become immediately due and payable. If any
      other Event of Default occurs, (A) the Insurer, if no Insurer Default has
      occurred and is continuing or (B) during the continuation of an Insurer Default,
      the Majority Holders of the Notes may accelerate the Notes by declaring the
      principal of each Class of Notes, together with accrued and unpaid interest
      thereon to be immediately due and payable, by a notice in writing to the Issuer,
      the Trustee, the Insurer and the Swap Counterparty and upon any such declaration
      such principal and interest shall become immediately due and
      payable.

     

     

    
      
         

      

      
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    (b) At
      any
      time after such an acceleration or declaration of acceleration of the Notes
      has
      been made and before a judgment or decree for payment of the money due has
      been
      obtained by the Trustee as provided in this Indenture, such acceleration may
      be
      rescinded by (A) the Insurer, if no Insurer Default has occurred and is
      continuing or (B) during the continuation of an Insurer Default, the Holders
      of
      greater than 50% of the Aggregate Principal Amount of the Notes by written
      notice to the Issuer, the Trustee and the Swap Counterparty. No such rescission
      shall affect any subsequent Event of Default or impair any right consequent
      thereon.

     

    (c) If
      an
      Event of Default has occurred and the Notes have been accelerated, payments
      will
      continue to be made in accordance with the Priority of Payment unless a Rapid
      Amortization Event has also occurred, in which case payments will be made as
      provided in Section 3.1 upon the occurrence of a Rapid Amortization Event;
      provided,
      however,
      if the
      Trustee has sold the Collateral under this Indenture, then payments shall be
      made as provided in Section 11.7.

     

    Section
      11.3  Collection
      of Indebtedness and Suits for Enforcement by Trustee.
      The
      Issuer covenants that if the Notes are accelerated following the occurrence
      of
      an Event of Default, and such acceleration has not been rescinded and annulled,
      the Issuer shall, upon demand of the Trustee, pay to it, for the benefit of
      the
      Noteholders, the Insurer and the Swap Counterparty the whole amount then due
      and
      payable on the Notes for principal and interest, with interest upon the overdue
      principal and upon overdue installments of interest, as determined for each
      Class, any amounts due to the Insurer and any amounts due to the Swap
      Counterparty, to the extent that payment of such interest shall be legally
      enforceable; and, in addition thereto, such further amount as shall be
      sufficient to cover the reasonable costs and expenses of collection, including
      the compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel; provided,
      however,
      the
      amount due under this Section 11.3 shall not exceed the aggregate proceeds
      from
      the sale of the relevant Collateral and amounts otherwise held by the Issuer
      and
      available for such purpose.

     

    Until
      such demand is made by the Trustee, the Issuer shall pay the principal of and
      interest on the Notes to the Trustee for the benefit of the registered Holders
      to be applied as provided in this Indenture, whether or not the Notes are
      overdue.

     

    If
      the
      Issuer fails to pay such amounts forthwith upon such demand, then the Trustee
      for the benefit of the Noteholders, the Insurer and the Swap Counterparty and
      as
      trustee of an express trust, may, with the prior written consent of or shall
      at
      the direction of (A) the Insurer, if no Insurer Default has occurred and is
      continuing or (B) during the continuation of an Insurer Default, the Holders
      of
      greater than 50% of the Aggregate Principal Amount of the Notes, institute
      suits
      in equity, actions at law or other legal, judicial or administrative proceedings
      (each, a “Proceeding”)
      for
      the collection of the sums so due and unpaid, and may prosecute such Proceeding
      to judgment or final decree, and may enforce the same against the Issuer and
      collect the monies adjudged or decreed to be payable in the manner provided
      by
      law out of the Collateral wherever situated. In the event a Proceeding shall
      involve the liquidation of Collateral, the Trustee shall pay all costs and
      expenses for such Proceeding and shall be reimbursed for such costs and expenses
      from the resulting liquidation proceeds. In the event that the Trustee
      determines that liquidation proceeds will not be sufficient to fully reimburse
      the Trustee, the Trustee shall receive indemnity satisfactory to it against
      such
      costs and expenses 

     

    
      
         

      

      
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    from
      the
      Noteholders (which indemnity may include, at the Trustee’s option, consent by
      each Noteholder authorizing the Trustee to be reimbursed from amounts available
      in the Collection Account) or if the Trustee is acting at the direction of
      the
      Insurer, from the Insurer in which case an unsecured indemnity from the Insurer
      shall be sufficient.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee may, with the prior
      written consent of or shall at the direction of (A) the Insurer, if no Insurer
      Default has occurred and is continuing or (B) during the continuation of an
      Insurer Default, the Holders of greater than 50% of the Aggregate Principal
      Amount of the Notes, proceed to protect and enforce its rights and the rights
      of
      the Noteholders and the Insurer hereunder and under the Notes, by such
      appropriate Proceedings as are necessary to effectuate, protect and enforce
      any
      such rights, whether for the specific enforcement of any covenant, agreement,
      obligation or indemnity in this Indenture or in aid of the exercise of any
      power
      granted herein, or to enforce any other proper remedy.

     

    Section
      11.4  Trustee
      May File Proofs of Claim.
      In case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other Proceeding
      relative to the Issuer or the property of the Issuer or its creditors, the
      Trustee (irrespective of whether the principal of the Notes shall then be due
      and payable as therein expressed or by declaration or otherwise) shall be
      entitled and empowered, by intervention in such Proceeding or
      otherwise,

     

    
      	(a)  	
              to
                file a proof of claim for the whole amount of principal and interest
                owing
                and unpaid in respect of the Notes and all amounts owing under the
                Insurance Agreement and to file such other papers or documents as
                may be
                necessary or advisable in order to have the claims of the Trustee
                (including any claim for the reasonable compensation, expenses,
                disbursements and advances of the Trustee, its agents and counsel),
                the
                Insurer and of the Noteholders allowed in such Proceeding,
                and

            


    

     

    
      	(b)  	
              to
                collect and receive any monies or other property payable or deliverable
                on
                any such claims and to distribute the same to the Noteholders and
                the
                Insurer;

            


    

     

    and
      any
      receiver, assignee, trustee, liquidator or sequestrator (or other similar
      official) in any such Proceeding is hereby authorized by each Noteholder to
      make
      such payments to the Trustee, and in the event that the Trustee shall consent
      to
      the making of such payments directly to the Noteholders, to pay to the Trustee
      any amount due to it for the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and counsel, and any other amounts
      due
      to the Trustee under Article XIII.

     

    Nothing
      contained herein shall be deemed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any Noteholder or the Insurer any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Notes or the rights of any Holder thereof or the Insurer, or to authorize the
      Trustee to vote in respect of the claim of any Noteholder or the Insurer in
      any
      such Proceeding.

     

    Section
      11.5    Remedies.

     

    
    

    (a) If
      an
      Event of Default shall have occurred and be continuing, the Trustee and the
      Collateral Agent (upon direction by the Trustee) may, with the prior written
      consent of, or shall 

     

     

    
      
         

      

      
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    at
      the
      direction of (A) the Insurer, if no Insurer Default has occurred and is
      continuing or (B) during the continuation of an Insurer Default, the
      Holders of greater than 50% of the Aggregate Principal Amount of the Notes,
      do
      one or more of the following (subject to Section 11.6):

     

    (1) institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture,
      whether by declaration or otherwise, enforce any judgment obtained, and collect
      from the Collateral monies adjudged due;

     

    (2) obtain
      possession of the Pledged Loans in accordance with the terms of the Custodial
      Agreement and sell the Collateral or any portion thereof or rights or interests
      therein, at one or more public or private sales called and conducted in any
      manner permitted by law and in accordance with Section 11.13;

     

    (3) institute
      Proceedings in its own name and as trustee of an express trust from time to
      time
      for the complete or partial foreclosure of this Indenture with respect to the
      Collateral;

     

    (4) exercise
      any remedies of a secured party under the UCC with respect to the Collateral
      (including any Accounts), take any other appropriate action to protect and
      enforce the rights and remedies of the Trustee, the Insurer or the Holders
      under
      this Agreement and each other agreement contemplated hereby (including retaining
      the Collateral pursuant to Section 11.6 and applying distributions from the
      Collateral pursuant to Section 11.7); and 

     

    (5) exercise
      any rights or remedies under this Agreement, the First Guaranty Agreement,
      the
      Performance Guaranty or any Transaction Document;

     

    provided,
      however,
      that
      neither the Trustee nor the Collateral Agent may sell or otherwise liquidate
      the
      Collateral which constitutes Pledged Loans and Pledged Assets following an
      Event
      of Default other than an Event of Default described in this Agreement resulting
      from an Insolvency Event, unless either (i) (A) the Insurer, if no
      Insurer Default has occurred and is continuing, or (B) during the
      continuation of an Insurer Default, the Holders of 100% of the Aggregate
      Principal Amount of the Notes then outstanding, consents thereto, (ii) the
      proceeds of such sale or liquidation are sufficient to discharge in full the
      amounts then due and unpaid upon the Notes for principal and Accrued Interest
      and the fees and all other amounts required to be paid pursuant to Section
      11.7
      or (iii) (A) the Control Party directs and the Trustee, only if the Insurer
      is
      not the Control Party, determines that the Collateral will not continue to
      provide sufficient funds for the payment of principal of, and interest on,
      the
      Notes as they would have become due if such Notes would not have been declared
      due and payable. If an Event of Default has occurred and is continuing and
      (A)
      the Insurer, if no Insurer Default has occurred and is continuing, or
      (B) during the continuation of an Insurer Default, the Holders of 100% of
      the Aggregate Principal Amount of the Notes then outstanding directs the Trustee
      to sell or otherwise liquidate the Collateral, the Trustee will dispose of
      the
      Collateral as directed.

     

     

    
      
         

      

      
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    For
      purposes of clause (ii) or clause (iii) of the preceding paragraph and Section
      11.6, the Trustee may, but need not, obtain and rely upon an opinion of an
      independent accountant or an independent investment banking firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the distributions and other amounts receivable with respect
      to
      the Collateral to make the required payments of principal of and interest on
      the
      Notes, and any such opinion shall be conclusive evidence as to such feasibility
      or sufficiency. The Issuer shall bear the reasonable costs and expenses of
      any
      such opinion.

     

    For
      purposes of this Section 11.5, the Trustee agrees to take all actions requested
      or directed by (A) the Insurer, if no Insurer Default has occurred and is
      continuing, or (B) during the continuation of an Insurer Default, the
      Holders of 100% of the Aggregate Principal Amount of the Notes then outstanding
      as provided for in this Section 11.5.

     

    (b) In
      addition to the remedies provided in Section 11.5(a), the Trustee may with
      the
      consent of and shall at the direction of (A) the Insurer, if no Insurer Default
      has occurred and is continuing or (B) during the continuation of an Insurer
      Default, the Holders of greater than 50% of the Aggregate Principal Amount
      of
      the Notes institute a Proceeding in its own name and as trustee of an express
      trust solely to compel performance of a covenant, agreement, obligation or
      indemnity or to cure the representation or warranty or statement, the breach
      of
      which gave rise to the Event of Default; and the Trustee shall enforce any
      equitable decree or order arising from such Proceeding.

     

    Section
      11.6  Optional
      Preservation of Collateral.
      If the
      Notes have been accelerated following an Event of Default and such acceleration
      and its consequences have not been rescinded and annulled, to the extent
      permitted by law, the Trustee at the request of the Control Party shall retain
      the Collateral securing the Notes intact for the benefit of the Holders of
      the
      Notes, the Insurer and the Swap Counterparty and in such event it shall deposit
      all funds received with respect to the Collateral into the Collection Account
      and apply such funds in accordance with the payment priorities set forth in
      this
      Indenture, as if there had not been such an acceleration. So long as the Trustee
      retains the Collateral, the Trustee shall continue to apply all distributions
      received on such Collateral in accordance with this Agreement.

     

    Section
      11.7  Application
      of Monies Collected During Event of Default.
      If the
      Notes have been accelerated following an Event of Default and such acceleration
      and its consequences have not been rescinded and annulled, and the Trustee
      has
      sold the Collateral, the proceeds collected by the Trustee pursuant to this
      Article XI or otherwise with respect to such Notes shall be applied as provided
      below:

     

    FIRST,
      to
      the Trustee in payment of the Monthly Trustee Fees and in reimbursement of
      permitted expenses of the Trustee under each of the Transaction Documents to
      which the Trustee is a party and amounts due to the Trustee as indemnification;
      in the event of a Servicer Default and the replacement of the Servicer with
      the
      Trustee or a Successor Servicer, the costs and expenses of replacing the
      Servicer shall be permitted expenses of the Trustee;

     

     

    
      
         

      

      
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    SECOND,
      to the Servicer, the Monthly Servicer Fee plus any unreimbursed Servicer
      Advances plus any accrued and unpaid Monthly Servicer Fees and any unreimbursed
      Servicer Advances for prior Payment Dates;

     

    THIRD,
      to
      the Swap Counterparty, the Net Swap Payment, if any;

     

    FOURTH,
      to the extent not paid by the Servicer, to the Custodian the Monthly Custodian
      Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment
      Dates;

     

    FIFTH,
      to
      the extent not paid by the Servicer, to the Collateral Agent, the Monthly
      Collateral Agent Fee plus any accrued and unpaid Monthly Collateral Agent Fees
      for prior Payment Dates;

     

    SIXTH,
      as
      long as no Insurer Default has occurred and is continuing, to the Insurer,
      any
      accrued and unpaid Insurer Premium;

     

    SEVENTH,
      to the holders of the Class A-1 Notes, Accrued Interest on the Class A-1 Notes,
      and to the holders of the Class A-2 Notes, Accrued Interest on the Class A-2
      Notes (to the extent that there are insufficient funds, pro rata in proportion
      to their respective Class Percentages);

     

    EIGHTH,
      to the
      Insurer, any Reimbursement Amounts then due and owing to the
      Insurer;

     

    NINTH,
      (i) to the holders of the Class A-1 Notes the lesser of (a) the amount allocated
      to the Class A-1 Notes when all Available Funds are allocated pro rata between
      the Class A-1 Notes and the Class A-2 Notes in proportion to their respective
      Principal Amounts and (b) the Principal Amount of the Class A-1 Notes; and
      (ii)
      to the holders of the Class A-2 Notes and the Swap Counterparty, the amount
      allocated to the Class A-2 Notes when all Available Funds are allocated pro
      rata between
      the Class A-1 Notes and the Class A-2 Notes in proportion to their respective
      Principal Amounts, pro rata in proportion to the Principal Amount of the Class
      A-2 Notes and the unpaid Senior Priority Swap Termination Amount, respectively,
      until such amounts are reduced to zero;

     

    TENTH,
      (i) first, to the Insurer, any other amounts due to the Insurer pursuant to
      the
      Insurance Agreement and (ii) second, to the Trustee, any other amounts due
      to
      the Trustee under this Indenture; 

     

    ELEVENTH,
      to the Swap Counterparty, any amounts owing to the Swap Counterparty in respect
      of a termination of the Interest Rate Swap; and

     

    
      
         

      

      
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    TWELFTH,
      to Issuer, any remaining amounts free and clear of the lien of this
      Indenture.

     

    Section
      11.8  Limitation
      on Suits by Individual Noteholders.
      Subject
      to Section 11.9, no Noteholder shall have any right to institute any
      Proceeding with respect to this Indenture, or for the appointment of a receiver
      or trustee, or for any other remedy hereunder or thereunder,
      unless:

     

    (a) an
      Insurer Default shall have occurred and be continuing;

     

    (b) such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default;

     

    (c) the
      Majority Holders shall have made written request to the Trustee to institute
      proceedings in respect of such Event of Default in its own name as Trustee
      hereunder;

     

    (d) such
      Holder or Holders have offered to the Trustee reasonable indemnity against
      the
      costs, expenses and liabilities to be incurred in compliance with such request;
      and

     

    (e) the
      Trustee for 60 days after its receipt of such notice, request and offer of
      indemnity has failed to institute any such Proceeding,

     

    it
      being
      understood and intended that no one or more Noteholders shall have any right
      in
      any manner whatever by virtue of, or by availing of, any provision of this
      Indenture to affect, disturb or prejudice the rights of any other Noteholders
      or
      the Insurer or to obtain or to seek to obtain priority or preference over any
      other Holders or the Insurer or to enforce any right under this Indenture,
      except in the manner herein provided.

     

    Section
      11.9  Unconditional
      Rights of Noteholders to Receive Principal and Interest.
      Notwithstanding any other provision in this Indenture, the Holder of any Note
      shall have the right, which right is absolute and unconditional, to receive
      payment of the principal and interest on such Note on or after the respective
      due dates thereof expressed in such Note or in this Indenture and to institute
      suit for the enforcement of any such payment, and such right shall not be
      impaired without the consent of such Noteholder; provided,
      however,
      that
      the Insurer will be subrogated to the rights of each Noteholder to receive
      payments of principal and interest, as applicable, with respect to distributions
      on the Notes to the extent of any payment by the Insurer under the Insurance
      Policy and the Insurer will be reimbursed therefor, together with interest
      thereon as provided in the Insurance Agreement in accordance with Sections
      3.1
      and 11.7.

     

    Section
      11.10  Restoration
      of Rights and Remedies.
      If the
      Trustee, the Insurer or any Noteholder has instituted any Proceeding to enforce
      any right or remedy under this Indenture and such Proceeding has been
      discontinued or abandoned for any reason, or has been determined adversely
      to
      the Trustee, the Insurer or to such Noteholder, then and in every such case
      the
      Issuer, the Trustee, the Insurer and the Noteholders shall, subject to any
      determination in such Proceeding, be restored severally and respectively to
      their former positions hereunder, and thereafter all rights and remedies of
      the
      Trustee, the Insurer and the Noteholders shall continue as though no such
      Proceeding had been instituted.

     

    
      
         

      

      
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    Section
      11.11  Waiver
      of Event of Default.
      Prior
      to the Trustee’s acquisition of a money judgment or decree for payment, in
      either case for the payment of all amounts owing by the Issuer in connection
      with this Indenture and the Notes issued hereunder (A) the Insurer, if no
      Insurer Default has occurred and is continuing or (B) during the continuation
      of
      an Insurer Default, the Holders of 50% or more of the Aggregate Principal Amount
      of Notes have the right to waive any Event of Default and its
      consequences.

     

    Upon
      any
      such waiver, such Event of Default shall cease to exist, and be deemed to have
      been cured, for every purpose of this Indenture but no such waiver shall extend
      to any subsequent or other Event of Default or impair any right consequent
      thereon.

     

    Section
      11.12  Waiver
      of Stay or Extension Laws.
      The
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, which may affect the covenants or the performance
      of this Indenture; and the Issuer (to the extent that it may lawfully do so)
      hereby expressly waives all benefit or advantage of any such law, and covenants
      that it will not, on the basis of any such law, hinder, delay or impede the
      execution of any power herein granted to the Trustee, but will suffer and permit
      the execution of every such power as though no such law had been
      enacted.

     

    Section
      11.13  Sale
      of Collateral.

     

    (a) The
      power
      to effect any sale (a “Sale”)
      of any
      portion of the Collateral pursuant to Section 11.5 shall not be exhausted by
      any
      one or more Sales as to any portion of such Collateral remaining unsold, but
      shall continue unimpaired until the entire Collateral shall have been sold
      or
      all amounts payable on the Notes and all amounts owing to the Insurer shall
      have
      been paid, whichever occurs later. The Trustee may from time to time postpone
      any Sale by public announcement made at the time and place of such Sale. The
      Trustee hereby expressly waives its right to any amount fixed by law as
      compensation for any Sale. The Trustee may reimburse itself from the proceeds
      of
      any sale for the reasonable costs and expenses incurred in connection with
      such
      sale. The net proceeds of such sale shall be applied as provided in this
      Indenture.

     

    (b) The
      Trustee and the Collateral Agent shall execute and deliver an appropriate
      instrument of conveyance transferring its interest in any portion of the
      Collateral in connection with a Sale thereof. In addition, the Trustee is hereby
      irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer
      and convey the Issuer’s interest in any portion of the Collateral in connection
      with a Sale thereof, and to take all action necessary to effect such Sale.
      No
      purchaser or transferee at such Sale shall be bound to ascertain the Trustee’s
      authority, inquire into the satisfaction of any conditions precedent or see
      to
      the application of any monies.

     

    Section
      11.14  Action
      on Notes.
      The
      Trustee’s right to seek and recover judgment on the Notes or under this
      Indenture shall not be affected by the seeking, obtaining or application of
      any
      other relief under or with respect to this Indenture. None of the rights or
      remedies of the Trustee or the Noteholders hereunder shall be impaired by the
      recovery of any judgment by the Trustee or any Noteholder against the Issuer
      or
      by the levy of any execution under such judgment upon any portion of the
      Collateral.

     

    
      
         

      

      
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    Section
      11.15  Control
      by the Insurer or the Noteholders.
      If an
      Event of Default has occurred and is continuing, (A) the Insurer, if no Insurer
      Default has occurred and is continuing or (B) during the continuation of an
      Insurer Default, the Holders of greater than 50% of the Aggregate Principal
      Amount of the Notes shall have the right to direct the time, method and place
      of
      conducting any Proceeding for any remedy available to the Trustee with respect
      to the Notes or exercising any trust or power conferred on the Trustee;
provided
      that

     

    (i) such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii) any
      direction to the Trustee to sell or liquidate the Collateral which constitutes
      Loans and the related Pledged Assets shall be subject to the provisions of
      Sections 11.5 and 11.6; and

     

    (iii) the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction;

     

    provided,
      however,
      that,
      subject to Section 13.1, the Trustee need not take any action that it determines
      might involve it in liability unless it has been provided with reasonable
      indemnity against such liability, it being agreed that an unsecured indemnity
      from the Insurer shall constitute sufficient indemnity.

     

    ARTICLE
      XII

    SERVICER
      DEFAULTS

     

    Section
      12.1  Servicer
      Defaults.
      If any
      one of the following events (each, a “Servicer
      Default”)
      shall
      occur and be continuing:

     

    (a) any
      failure by the Servicer to make any payment, transfer or deposit on or before
      the date such payment, transfer or deposit is required to be made or given
      by
      the Servicer under the terms of this Indenture and such failure remains
      unremedied for two Business Days; provided,
      however,
      that if
      the Servicer is unable to make a payment, transfer or deposit when due and
      such
      failure is as a result of circumstances beyond the Servicer’s control, the grace
      period shall be extended to five Business Days;

     

    (b) failure
      on the part of the Servicer duly to observe or perform any other covenants
      or
      agreements of the Servicer set forth in this Indenture or any other Transaction
      Document to which the Servicer is a party and such failure continues unremedied
      for a period of 30 days after the earlier of the date on which the Servicer
      has
      actual knowledge of the failure and the date on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Trustee, or to the Servicer and the Trustee by the Insurer
      or
      the Holders of 25% or more of the Aggregate Principal Amount of the
      Notes;

     

    (c) any
      representation and warranty made by the Servicer in this Indenture shall prove
      to have been incorrect in any material respect when made and has a material
      and
      adverse impact on the Trustee’s interest in the Pledged Loans and other Pledged
      Assets and the Servicer is not in compliance with such representation or
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    earlier
      of the date on which the Servicer has actual knowledge of such breach and the
      date on which written notice of such breach requiring that such breach be
      remedied, shall have been given to the Servicer by the Trustee or to the
      Servicer and the Trustee by the Insurer or the Holders of 25% or more of the
      Aggregate Principal Amount of the Notes;

     

    (d) an
      Insolvency Event shall occur with respect to the Servicer or Cendant;
      or

     

    (e) the
      Servicer shall fail to deliver the reports described in Section 8.1 of this
      Indenture and such failure shall continue for five Business Days.

     

    THEN,
      so
      long as such Servicer Default shall be continuing, the Control Party by notice
      then given in writing to the Servicer, the Swap Counterparty, the Issuer, the
      Trustee, the Insurer and each Rating Agency (a “Termination
      Notice”),
      may
      terminate all of the rights and obligations of the Servicer as Servicer under
      this Indenture (such termination being herein called a “Service
      Transfer”).
      After
      receipt by the Servicer and the Trustee of such Termination Notice and subject
      to the terms of Section 12.2(a), the Trustee shall automatically assume the
      responsibilities of the Servicer hereunder until the date that a Successor
      Servicer shall have been appointed pursuant to Section 12.2 and all authority
      and power of the Servicer under this Indenture shall pass to and be vested
      in
      the Trustee or such Successor Servicer, as the case may be, without further
      action on the part of any Person, and, without limitation, the Trustee at the
      direction of the Control Party (which authorization is coupled with an interest
      and is irrevocable) is hereby authorized and empowered (upon the failure of
      the
      Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as
      attorney-in-fact or otherwise, all documents and other instruments upon the
      failure of the Servicer to execute or deliver such documents or instruments,
      and
      to do and accomplish all other acts or things necessary or appropriate to effect
      the purposes of such transfer of servicing rights.

     

    The
      Servicer agrees to cooperate with the Trustee and such Successor Servicer in
      effecting the termination of the responsibilities and rights of the Servicer
      to
      conduct servicing hereunder, including without limitation the transfer to such
      Successor Servicer of all authority of the Servicer to service the Pledged
      Loans
      provided for under this Indenture, including without limitation all authority
      over any Collections which shall on the date of transfer be held by the Servicer
      for deposit in a Lockbox Account or which shall thereafter be received by the
      Servicer with respect to the Pledged Loans, and in assisting the Successor
      Servicer in enforcing all rights under this Indenture including, without
      limitation, allowing the Successor Servicer’s personnel access to the Servicer’s
      premises for the purpose of collecting payments on the Pledged Loans made at
      such premises. The Servicer shall promptly transfer its electronic records
      relating to the Pledged Loans to the Successor Servicer in such electronic
      form
      as the Successor Servicer may reasonably request and shall promptly transfer
      to
      the Successor Servicer all other records, correspondence and documents necessary
      for the continued servicing of the Pledged Loans in the manner and at such
      times
      as the Successor Servicer shall reasonably request. The Servicer shall allow
      the
      Successor Servicer access to the Servicer’s officers and employees. To the
      extent that compliance with this Section 12.1 shall require the Servicer to
      disclose to the Successor Servicer information of any kind which the Servicer
      reasonably deems to be confidential, the Successor Servicer shall be required
      to
      enter into such customary licensing and confidentiality agreements as the
      Servicer shall deem necessary to protect its interest and as shall be
      satisfactory in form and substance to the Successor Servicer. The Servicer
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    order
      for
      preliminary, temporary or permanent injunctive relief by any court of competent
      jurisdiction, to ensure compliance by the Servicer with the provisions of this
      paragraph.

     

    Section
      12.2  Appointment
      of Successor.

     

    (a) Appointment.
      On and
      after the receipt by the Servicer of a Termination Notice pursuant to Section
      12.1, or any permitted resignation of the Servicer pursuant to Section 7.12,
      the
      Servicer shall continue to perform all servicing functions under this Indenture
      until the date specified in the Termination Notice or otherwise specified by
      (A)
      the Insurer, if no Insurer Default has occurred and is continuing or (B) during
      the continuation of an Insurer Default, the Trustee or until a date mutually
      agreed upon by the Servicer and (A) the Insurer, if no Insurer Default has
      occurred and is continuing or (B) during the continuation of an Insurer Default,
      the Trustee. Upon receipt by the Servicer of a Termination Notice, (A) the
      Insurer, if no Insurer Default has occurred and is continuing or (B) during
      the
      continuation of an Insurer Default, the Trustee, at the direction of the Control
      Party, shall as promptly as possible after the giving of a Termination Notice
      appoint a successor servicer (in any case, the “Successor
      Servicer”)
      and
      such Successor Servicer shall accept its appointment by a written assumption
      in
      a form acceptable to the Trustee and, so long as no Insurer Default has occurred
      and is continuing, the Insurer; provided
      that
      such appointment shall be subject to satisfaction of the Rating Agency
      Condition. In the event a Successor Servicer has not been appointed and accepted
      the appointment by the date of termination stated in the Termination Notice
      the
      Trustee shall automatically assume responsibility for performing the servicing
      functions under this Indenture on the date of such termination. In the event
      that a Successor Servicer has not been appointed and has not accepted its
      appointment and the Trustee is legally unable or otherwise not capable of
      assuming responsibility for performing the servicing functions under this
      Indenture, the Trustee shall petition a court of competent jurisdiction to
      appoint any established financial institution having a net worth of not less
      than $100,000,000 and whose regular business includes the servicing of
      receivables similar to the Pledged Loans or other consumer finance receivables;
      provided,
      however,
      pending
      the appointment of a Successor Servicer, the Trustee will act as the Successor
      Servicer.

     

    (b) Duties
      and Obligations of Successor Servicer.
      Upon
      its appointment, the Successor Servicer shall be the successor in all respects
      to the Servicer with respect to servicing functions under this Indenture and
      shall be subject to all the responsibilities and duties relating thereto placed
      on the Servicer by the terms and provisions hereof, and all references in this
      Indenture to the Servicer shall be deemed to refer to the Successor
      Servicer.

     

    (c) Compensation
      of Successor Servicer; Costs and Expenses of Servicing Transfer.
      In
      connection with such appointment and assumption, the Trustee may make
      arrangements for the compensation of the Successor Servicer. The costs and
      expenses of transferring servicing shall be paid by the Servicer which is
      resigning or being replaced and to the extent such costs and expenses are not
      so
      paid, shall be paid from Collections as provided herein in Sections 3.1 and
      11.7.

     

    Section
      12.3  Notification
      to Noteholders.
      Upon
      the occurrence of any Servicer Default or any event which, with the giving
      of
      notice or passage of time or both, would become a Servicer Default, the Servicer
      shall give prompt written notice thereof to the Trustee and the 

     

     

    
      
         

      

      
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    Issuer
      and the Trustee shall give notice to the Noteholders at their respective
      addresses appearing in the Note Register and to the Insurer and the Swap
      Counterparty. Upon any termination or appointment of a Successor Servicer
      pursuant to this Article XII, the Trustee shall give prompt written notice
      thereof to the Issuer and to the Noteholders at their respective addresses
      appearing in the Note Register and to the Insurer and the Swap
      Counterparty.

     

    Section
      12.4  Waiver
      of Past Defaults.
      With
      respect to a Servicer Default described in Section 12.1, (A) the Insurer, if
      no
      Insurer Default has occurred and is continuing or (B) during the continuation
      of
      an Insurer Default, the Majority Holders of the Notes may, on behalf of all
      Holders, waive any default by the Servicer in the performance of its obligations
      hereunder and its consequences. Upon any such waiver of a past default, such
      default shall cease to exist, and any default arising therefrom shall be deemed
      to have been remedied for every purpose of this Indenture. No such waiver shall
      extend to any subsequent or other default or impair any right consequent thereon
      except to the extent expressly so waived.

     

    Section
      12.5  Termination
      of Servicer’s Authority.
      All
      authority and power granted to the Servicer under this Indenture shall
      automatically cease and terminate upon termination of this Indenture pursuant
      to
      Section 14.1, and shall pass to and be vested in the Issuer and without
      limitation the Issuer is hereby authorized and empowered to execute and deliver,
      on behalf of the Servicer, as attorney-in-fact or otherwise, all documents
      and
      other instruments, and to do and accomplish all other acts or things necessary
      or appropriate to effect the purposes of such transfer of servicing rights
      upon
      termination of this Indenture. The Servicer shall cooperate with the Issuer
      in
      effecting the termination of the responsibilities and rights of the Servicer
      to
      conduct servicing on the Pledged Loans. The Servicer shall transfer its
      electronic records relating to the Pledged Loans to the Issuer in such
      electronic form as Issuer may reasonably request and shall transfer all other
      records, correspondence and documents relating to the Pledged Loans to the
      Issuer in the manner and at such times as the Issuer shall reasonably request.
      To the extent that compliance with this Section 12.5 shall require the Servicer
      to disclose information of any kind which the Servicer deems to be confidential,
      the Issuer shall be required to enter into such customary licensing and
      confidentiality agreements as the Servicer shall deem necessary to protect
      its
      interests and as shall be reasonably satisfactory in form and substance to
      the
      Issuer.

     

    Section
      12.6  Matters
      Related to Successor Servicer.

     

    The
      Successor Servicer will not be responsible for delays attributable to the
      Servicer’s failure to deliver information, defects in the information supplied
      by the Servicer or other circumstances beyond the control of the Successor
      Servicer.

     

    The
      Successor Servicer will make arrangements with the Servicer for the prompt
      and
      safe transfer of, and the Servicer shall provide to the Successor Servicer,
      all
      necessary servicing files and records, including (as deemed necessary by the
      Successor Servicer at such time): (i) microfiche loan documentation, (ii)
      servicing system tapes, (iii) Pledged Loan payment history, (iv) collections
      history and (v) the trial balances, as of the close of business on the day
      immediately preceding conversion to the Successor Servicer, reflecting all
      applicable Pledged Loan information. 

     

    Any
      Successor Servicer shall have no liability with respect to any obligation which
      was 

     

     

    
      
         

      

      
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    required
      to be performed by the predecessor Servicer prior to the date that the Successor
      Servicer becomes the Servicer or any claim of a third party based on any alleged
      action or inaction of the predecessor Servicer.

     

    The
      Successor Servicer shall have no responsibility and shall not be in default
      hereunder nor incur any liability for any failure, error, malfunction or any
      delay in carrying out any of its duties under this Indenture if any such failure
      or delay results from the Successor Servicer acting in accordance with
      information prepared or supplied by a Person other than the Successor Servicer
      or the failure of any such Person to prepare or provide such information. The
      Successor Servicer shall have no responsibility, shall not be in default and
      shall incur no liability (i) for any act or failure to act by any third party,
      including the Servicer, the Issuer or the Trustee or for any inaccuracy or
      omission in a notice or communication received by the Successor Servicer from
      any third party or (ii) which is due to or results from the invalidity,
      unenforceability of any Pledged Loan under applicable law or the breach or
      the
      inaccuracy of any representation or warranty made with respect to any Pledged
      Loan.

     

    If
      the
      Trustee or any other Successor Servicer assumes the role of Successor Servicer
      hereunder, such Successor Servicer shall be entitled to appoint subservicers
      whenever it shall be deemed necessary by such Successor Servicer. The Successor
      Servicer shall, notwithstanding any such subservicing arrangements, remain
      obligated and liable to the Trustee, the Issuer, the Collateral Agent, the
      Insurer and the Noteholders for the servicing and administration of the Pledged
      Loans in accordance with the provisions of this Indenture to the same extent
      and
      under the same terms and conditions as if it alone were servicing and
      administering the Pledged Loans.

     

    ARTICLE
      XIII  

    THE
      TRUSTEE; THE COLLATERAL AGENT; THE CUSTODIAN

     

    Section
      13.1  Duties
      of Trustee.

     

    
      	(a)  	
              The
                Trustee, prior to the occurrence of an Event of Default of which
                a
                Responsible Officer of the Trustee shall have actual knowledge and
                after
                the curing of all such Events of Default which may have occurred,
                undertakes to perform such duties and only such duties as are specifically
                set forth in this Indenture. If an Event of Default of which a Responsible
                Officer of the Trustee shall have actual knowledge has occurred and
                has
                not been cured or waived, the Trustee shall exercise such of the
                rights
                and powers vested in it by this Indenture, and use the same degree
                of care
                and skill in their exercise, as a prudent institutional trustee would
                exercise or use under the circumstances in the conduct of such
                institution’s own affairs. The Trustee is hereby authorized and empowered
                to make the withdrawals and payments from the Accounts in accordance
                with
                the instructions set forth in this Indenture until the termination
                of this
                Indenture in accordance with Section 14.1 unless this appointment
                is
                earlier terminated pursuant to the terms
                hereof.

            


    

     

    
      	(b)  	
              The
                Trustee, upon receipt of all resolutions, certificates, statements,
                opinions, reports, documents, orders or other instruments furnished
                to the
                Trustee which are specifically required to be furnished pursuant
                to any
                provision of this Indenture, shall examine them to determine whether
                they
                conform to such requirements; provided,
                however,
                that the Trustee shall 

            


    

     

     

    
      
         

      

      
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              not
                be responsible for the accuracy or content of any resolution, certificate,
                statement, opinion, report, document, order or other instrument furnished
                by the Servicer, the Issuer or any other Person hereunder (other
                than the
                Trustee). The Trustee shall give prompt written notice to the Noteholders
                of any material lack of conformity of any such instrument to the
                applicable requirements of this Indenture discovered by the
                Trustee.

            


    

     

    
      	(c)  	
              Subject
                to Section 13.1(a), no provision of this Indenture shall be construed
                to
                relieve the Trustee from liability for its own gross negligence,
                reckless
                disregard of its duties, bad faith or misconduct; provided,
                however,
                that:

            


    

     

    
      	(i)  	
              the
                Trustee shall not be personally liable for an error of judgment made
                in
                good faith by a Responsible Officer or employees of the Trustee,
                unless it
                shall be proved that the Trustee was negligent in ascertaining the
                pertinent facts;

            


    

     

    
      	(ii)  	
              the
                Trustee shall not be personally liable with respect to any action
                taken,
                suffered or omitted to be taken by it in good faith in accordance
                with
                this Indenture or at the direction of (A) the Insurer, if no Insurer
                Default has occurred and is continuing or (B) during the continuation
                of
                an Insurer Default, the Holders of greater than 50% of the Aggregate
                Principal Amount of the Notes relating to the time, method and place
                of
                conducting any proceeding for any remedy available to the Trustee,
                or
                exercising or omitting to exercise any trust or power conferred upon
                the
                Trustee, under this Indenture;

            


    

     

    
      	(iii)  	
              the
                Trustee shall not be charged with knowledge of any failure by any
                other
                party hereto to comply with its obligations hereunder or of the occurrence
                of any Event of Default, Rapid Amortization Event, Cash Accumulation
                Event
                or Servicer Default unless a Responsible Officer of the Trustee obtains
                actual knowledge of such failure based upon receipt of written information
                or other communication or a Responsible Officer of the Trustee receives
                written notice of such failure from the Servicer, the Issuer, the
                Insurer
                or any Noteholder. In the absence of receipt of notice or actual
                knowledge
                by a Responsible Officer the Trustee may conclusively assume there
                is no
                Event of Default, Rapid Amortization Event, Cash Accumulation Event
                or
                Servicer Default; and

            


    

     

    
      	(iv)  	
              Prior
                to the occurrence of an Event of Default of which a Responsible Officer
                of
                the Trustee shall have actual knowledge or have received notice and
                after
                all the curing of all such Events of Default which may have occurred,
                the
                duties and obligations of the Trustee shall be determined solely
                by the
                express provisions of this Indenture, the Trustee shall not be liable
                except for the performance of such duties and obligations as are
                specifically set forth in this Indenture, no implied covenants or
                obligations shall be read into this Indenture against the Trustee
                and, in
                the absence of bad faith, willful misconduct or negligence on the
                part of
                the Trustee, the Trustee may conclusively rely, as to the truth of
                the
                statements and the correctness of the opinions expressed therein,
                upon any
                certificates or opinions furnished to the Trustee and conforming
                to the
                requirements of this Indenture.

            


    

     

    
      	(d)  	
              The
                Trustee shall not be required to expend or risk its own funds or
                otherwise
                incur financial liability in the performance of any of its duties
                hereunder, or in the exercise of 

            


    

     

     

    
      
         

      

      
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              any
                of its rights or powers, if there is reasonable ground for believing
                that
                the repayment of such funds or adequate indemnity against such risk
                or
                liability is not reasonably assured to it (which adequate indemnity
                may
                include, at the Trustee’s option, consent by (A) the Insurer, if no
                Insurer Default has occurred and is continuing or (B) during the
                continuation of an Insurer Default, the Holders of greater than 50%
                of the
                Aggregate Principal Amount of the Notes authorizing the Trustee to
                be
                reimbursed for any funds from amounts available in the Collection
                Account), and none of the provisions contained in this Indenture
                shall in
                any event require the Trustee to perform, or be responsible for the
                manner
                of performance of, any of the obligations of the Servicer under this
                Indenture except during such time, if any, as the Trustee shall be
                the
                successor to, and be vested with the rights, duties, powers and privileges
                of, the Servicer in accordance with the terms of this
                Indenture.

            


    

     

    
      	(e)  	
              Except
                for actions expressly authorized by this Indenture, the Trustee shall
                take
                no action reasonably likely to impair the interests of the Issuer
                in any
                Pledged Loan or other Collateral now existing or hereafter created
                or to
                impair the value of any Pledged Loan or other Collateral now existing
                or
                hereafter created.

            


    

     

    
      	(f)  	
              Except
                as provided in this Indenture, the Trustee shall have no power to
                dispose
                of or vary any Collateral.

            


    

     

    
      	(g)  	
              In
                the event that the Note Registrar shall fail to perform any obligation,
                duty or agreement in the manner or on the day required to be performed
                by
                the Note Registrar, as the case may be, under this Indenture, the
                Trustee
                (if it is not then the Note Registrar) shall be obligated promptly
                to
                perform such obligation, duty or agreement in the manner so
                required.

            


    

     

    
      	(h)  	
              The
                Trustee shall have no duty to (A) see to any recording, filing or
                depositing of this Indenture or any agreement referred to herein
                or any
                financing statement or continuation statement evidencing a security
                interest, or to see to the maintenance of any such recording or filing
                or
                depositing or to any rerecording, refiling or redepositing of any
                thereof,
                (B) see to any insurance, (C) see to the payment or discharge of
                any tax,
                assessment, or other governmental charge or any lien or encumbrance
                of any
                kind owing with respect to, assessed or levied against, any part
                of any
                Collateral other than from funds available in the Collection Account,
                or
                (D) confirm or verify the contents of any reports or certificates of
                the Servicer delivered to the Trustee pursuant to this Indenture
                believed
                by the Trustee to be genuine and to have been signed or presented
                by the
                proper party or parties.

            


    

     

    Section
      13.2  Certain
      Matters Affecting the Trustee.
      Except
      for its own gross negligence, reckless disregard of its duties, bad faith or
      misconduct:

     

    
      	(a)  	
              the
                Trustee may rely on and shall be protected from liability to the
                Issuer
                and the Noteholders in acting on, or in refraining from acting in
                accord
                with, any resolution, Officer’s Certificate, certificate of auditors or
                any other certificate, statement, conversation, instrument, opinion,
                report, notice, request, consent, order, appraisal, bond or other
                paper or
                document believed by it to be genuine and to have been signed, sent
                or
                made by the proper Person or
                Persons;

            


    

     

     

    
      
         

      

      
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      	(b)  	
              the
                Trustee may consult with counsel and any advice of counsel (including
                without limitation counsel to the Issuer or the Servicer) shall be
                full
                and complete authorization and protection from liability to the Issuer
                and
                the Noteholders in respect to any action taken or suffered or omitted
                by
                it hereunder in good faith and in accordance with such advice or
                opinion
                of counsel;

            


    

     

    
      	(c)  	
              the
                Trustee shall be under no obligation to exercise any of the rights
                or
                powers vested in it by this Indenture, or to institute, conduct or
                defend
                any litigation hereunder or in relation hereto, at the request, order
                or
                direction of any of the Noteholders, pursuant to the provisions of
                this
                Indenture, unless such Noteholders shall have offered to the Trustee
                reasonable security or indemnity against the costs, expenses and
                liabilities which may be incurred therein or thereby; nothing contained
                herein shall, however, relieve the Trustee of the obligations, upon
                the
                occurrence of any Servicer Default of which a Responsible Officer
                of the
                Trustee shall have actual knowledge or have received notice (which
                has not
                been cured), to exercise such of the rights and powers vested in
                it by
                this Indenture, and to use the same degree of care and skill in their
                exercise as a prudent person would exercise or use under the circumstances
                in the conduct of such person’s own
                affairs;

            


    

     

    
      	(d)  	
              neither
                the Trustee nor any of its officers, directors, employees, agents,
                

            


    

     

    attorneys-in-fact
      or Affiliates shall be personally liable for any action taken, suffered or
      omitted to be taken by the Trustee or such Person in good faith and believed
      by
      such Person to be authorized or within the discretion or rights or powers
      conferred upon it by this Indenture, nor for any action taken or omitted to
      be
      taken by any other party hereto;

     

    
      	(e)  	
              the
                Trustee shall not be bound to make any investigation into the facts
                of
                matters stated in any Monthly Servicing Report, any other report
                or
                statement delivered to the Trustee by the Servicer, resolution,
                certificate, statement, instrument, opinion, report, notice, request,
                consent, order, approval, bond or other paper or document, unless
                requested in writing so to do by (A) the Insurer, if no Insurer Default
                has occurred and is continuing or (B) during the continuation of
                an
                Insurer Default, the Holders of more than 50% of the Aggregate Principal
                Amount of the Notes; provided,
                however,
                that if the payment within a reasonable time to the Trustee of the
                costs,
                expenses or liabilities likely to be incurred by it in the making
                of such
                investigation is, in the opinion of the Trustee, not assured to the
                Trustee by the security afforded to it by the terms of this Indenture,
                the
                Trustee may require indemnity satisfactory to the Trustee against
                such
                cost, expense or liability as a condition to taking any such
                action.

            


    

     

    
      	(f)  	
              the
                Trustee may execute any of the trusts or powers hereunder or perform
                any
                duties hereunder either directly or by or through agents or attorneys
                or a
                custodian, and the Trustee shall not be responsible for any misconduct
                or
                negligence on the part of any such agent, attorney or custodian appointed
                with due care by it hereunder;

            


    

     

    
      	(g)  	
              except
                as may be required by Section 13.1(b), the Trustee shall not be required
                to make any initial or periodic examination of any documents or records
                related to the Pledged Loans for the purpose of establishing the
                presence
                or absence of defects, the compliance by the Servicer or the Issuer
                with
                their respective representations and warranties or for any other
                purpose;

            


    

     

     

    
      
         

      

      
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      	(h)  	
              the
                right of the Trustee to perform any discretionary act enumerated
                in this
                Indenture shall not be construed as a duty, and the Trustee shall
                not be
                answerable for the performance of such act;
                and

            


    

     

    
      	(i)  	
              the
                Trustee shall not be required to give any bond or surety in respect
                of the
                powers granted hereunder.

            


    

     

    Section
      13.3  Trustee
      Not Liable for Recitals in Notes or Use of Proceeds of Notes.
      The
      Trustee assumes no responsibility for the correctness of the recitals contained
      herein and in the Notes (other than the certificate of authentication on the
      Notes) or for any statements, representations or warranties made herein by
      any
      Person other than the Trustee (except as expressly set forth herein). Except
      as
      set forth in Section 13.14, the Trustee makes no representations as to the
      validity, enforceability or sufficiency of this Indenture or of the Notes (other
      than the certificate of authentication on the Notes) or of any Pledged Loan
      or
      related document. The Trustee shall not be accountable for the use or
      application of funds properly withdrawn from any Account on the instructions
      of
      the Servicer or for the use or application by the Issuer of the proceeds of
      any
      of the Notes, or for the use or application of any funds paid to the Issuer
      in
      respect of the Pledged Loans. The Trustee shall not be responsible for the
      legality or validity of this Indenture or the validity, priority, perfection
      or
      sufficiency of the security for the Notes issued or intended to be issued
      hereunder. The Trustee shall have no responsibility for filing any financing
      or
      continuation statement in any public office at any time or to otherwise perfect
      or maintain the perfection of any security interest or lien granted to it
      hereunder or to record this Indenture.

     

    Section
      13.4  Trustee
      May Own Notes; Trustee in its Individual Capacity.
      Wells
      Fargo Bank, National Association, in its individual or any other capacity,
      may
      become the owner or pledgee of Notes with the same rights as it would have
      if it
      were not the Trustee. Wells Fargo Bank, National Association and its Affiliates
      may generally engage in any kind of business with the Issuer or the Servicer
      as
      though Wells Fargo Bank, National Association were not acting in such capacity
      hereunder and without any duty to account therefor. Nothing contained in this
      Indenture shall limit in any way the ability of Wells Fargo Bank, National
      Association and its Affiliates to act as a trustee or in a similar capacity
      for
      other interval ownership and lot contract and installment note financings
      pursuant to agreements similar to this Indenture.

     

    Section
      13.5  Trustee’s
      Fees and Expenses; Indemnification.
      The
      Trustee shall be entitled to receive from time to time pursuant to this
      Indenture and the Trustee Fee Letter, (a) such compensation as shall be
      agreed to between the Issuer and the Trustee (which shall not be limited by
      any
      provision of law in regard to the compensation of a trustee of an express trust)
      for all services rendered by it in the execution of the trust hereby created
      and
      in the exercise and performance of any of the powers and duties hereunder as
      the
      Trustee and to be reimbursed for its out-of-pocket expenses (including
      reasonable attorneys’ fees), incurred or paid in establishing, administering and
      carrying out its duties under this Indenture or the Collateral Agency Agreement
      and (b) subject to Section 10.3, the Issuer and the Servicer agree, jointly
      and
      severally, to pay, reimburse, indemnify and hold harmless the Trustee (without
      reimbursement from any Account or otherwise) upon its request for any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind whatsoever (including without
      limitation fees, expenses and disbursements of counsel) which 

     

     

    
      
         

      

      
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    may
      at
      any time (including without limitation at any time following the termination
      of
      this Indenture and payment on account of the Notes) be imposed on, incurred
      by
      or asserted against the Trustee in any way relating to or arising out of this
      Indenture, the Collateral Agency Agreement or any other Transaction Document
      to
      which the Trustee is a party or the transactions contemplated hereby or any
      action taken or omitted by the Trustee under or in connection with any of the
      foregoing except for those liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements resulting solely
      from the gross negligence, reckless disregard of its duties, bad faith or
      willful misconduct of the Trustee and except that if the Trustee is appointed
      Successor Servicer pursuant to Section 12.2, the provisions of this Section
      13.5
      shall not apply to expenses, disbursements and advances made or incurred by
      the
      Trustee in its capacity as Successor Servicer. The agreements in this Section
      13.5 shall survive the termination of this Indenture, the resignation or removal
      of the Trustee and all amounts payable on account of the Notes.

     

    Anything
      in this Indenture to the contrary notwithstanding, in no event shall the Trustee
      be liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), even if the Trustee
      has
      been advised of the likelihood of such loss or damage and regardless of the
      form
      of action.

     

    Section
      13.6  Eligibility
      Requirements for Trustee.
      The
      Trustee hereunder (if other than Wells Fargo Bank, National Association) shall
      at all times be an Eligible Institution and a corporation or banking association
      organized and doing business under the laws of the United States of America
      or
      any state thereof authorized under such laws to exercise corporate trust powers,
      and such Trustee (including Wells Fargo Bank, National Association) shall have
      a
      combined capital and surplus of at least $25,000,000 (or, in the case of a
      successor to the initial Trustee, $100,000,000) and subject to supervision
      or
      examination by federal or state authority. If such corporation or banking
      association publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of federal or state supervising or examining authority,
      then
      for the purpose of this Section 13.6, the combined capital and surplus of such
      corporation or banking association shall be deemed to be its combined capital
      and surplus as set forth in its most recent report of condition so published.
      In
      case at any time the Trustee shall cease to be eligible in accordance with
      the
      provisions of this Section 13.6, the Trustee shall resign immediately in the
      manner and with the effect specified in Section 13.7.

     

    Section
      13.7  Resignation
      or Removal of Trustee.

     

    
      	(a)  	
              The
                Trustee may at any time resign and be discharged from the trust hereby
                created by giving 60 days prior written notice thereof to the Issuer,
                the
                Swap Counterparty, the Servicer, the Noteholders, the Insurer and
                each
                Rating Agency. Upon receiving such notice of resignation, the Issuer
                shall
                promptly arrange to appoint a successor trustee meeting the requirements
                of Section 13.6 and the Servicer shall notify the Trustee, the Insurer,
                the Swap Counterparty and each Rating Agency of such appointment
                by
                written instrument, one copy of which instrument shall be delivered
                to the
                resigning Trustee and one copy to the successor Trustee. If no successor
                Trustee shall have been so appointed and have accepted within 30
                days
                after the giving of such notice of resignation, a successor Trustee
                shall
                be appointed by (A) the Insurer, if no Insurer Default has occurred
                and is
                continuing or (B) during the continuation of an Insurer Default,
                the
                Majority Holders (with notice to the Swap Counterparty). The successor
                

            


    

     

     

    
      
         

      

      
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              Trustee
                so appointed shall, forthwith upon its acceptance of such appointment,
                become the Trustee. If no successor Trustee shall have been so appointed
                and shall have accepted appointment in the manner hereinafter provided,
                any Noteholder, on behalf of itself and all others similarly situated,
                or
                the resigning Trustee may petition any court of competent jurisdiction
                for
                the appointment of a successor
                Trustee.

            


    

     

    
      	(b)  	
              If
                at any time the Trustee shall cease to be eligible in accordance
                with the
                provisions of Section 13.6 and shall fail to resign after written
                request
                therefor by the Issuer or the Servicer, or if at any time the Trustee
                shall be legally unable to act, or shall be adjudged a bankrupt or
                insolvent, or a receiver of the Trustee or of its property shall
                be
                appointed, or any public officer shall take charge or control of
                the
                Trustee or of its property or affairs for the purpose of rehabilitation,
                conservation or liquidation, then the Issuer (with the consent of
                the
                Insurer, which consent shall not be unreasonably withheld) may remove
                the
                Trustee and promptly appoint a successor Trustee by written instrument,
                one copy of which instrument shall be delivered to the Trustee so
                removed
                and one copy to the successor
                Trustee.

            


    

     

    
      	(c)  	
              At
                any time (A) the Insurer, if no Insurer Default has occurred and
                is
                continuing or (B) during the continuation of an Insurer Default,
                the
                Majority Holders may remove the Trustee and promptly appoint a successor
                Trustee by written instrument, one copy of which instrument shall
                be
                delivered to the Trustee so removed and one copy to the successor
                Trustee.

            


    

     

    
      	(d)  	
              Any
                resignation or removal of the Trustee and appointment of a successor
                Trustee pursuant to any of the provisions of this Section 13.7 shall
                not
                become effective until acceptance of appointment by the successor
                Trustee
                as provided in Section 13.8.

            


    

     

    Section
      13.8  Successor
      Trustee.

     

    
      	(a)  	
              Any
                successor Trustee, appointed as provided in Section 13.7, shall execute,
                acknowledge and deliver to the Issuer, the Servicer and to its predecessor
                Trustee an instrument accepting such appointment hereunder, and thereupon
                the resignation or removal of the predecessor Trustee shall become
                effective and such successor Trustee, without any further act, deed
                or
                conveyance, shall become fully vested with all the rights, powers,
                duties
                and obligations of its predecessor hereunder, with like effect as
                if
                originally named as Trustee herein. The predecessor Trustee shall
                deliver
                to the successor Trustee all money, documents and other property
                held by
                it hereunder; and Issuer and the predecessor Trustee shall execute
                and
                deliver such instruments and do such other things as may reasonably
                be
                required for fully and certainly vesting and confirming in the successor
                Trustee all such rights, power, duties and
                obligations.

            


    

     

    
      	(b)  	
              No
                successor Trustee shall accept appointment as provided in this Section
                13.8 unless at the time of such acceptance such successor Trustee
                shall be
                eligible under the provisions of Section
                13.6.

            


    

     

    
      	(c)  	
              Upon
                acceptance of appointment by a successor Trustee as provided in this
                Section 13.8, such successor Trustee shall mail notice of such succession
                hereunder to the Trustee, the Issuer, the Insurer, the Swap Counterparty,
                the Servicer and all Noteholders at their addresses as shown in the
                Note
                Register.

            


    

     

     

    
      
         

      

      
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    Section
      13.9  Merger
      or Consolidation of Trustee.
      Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Person succeeding
      to
      the corporate trust business of the Trustee, shall be the successor of the
      Trustee hereunder, provided,
      such
      corporation shall be eligible under the provisions of Section 13.6, without
      the execution or filing of any paper or any further act on the part of any
      of
      the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      13.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    (a) Notwithstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Collateral
      may at the time be located, the Trustee shall have the power and may execute
      and
      deliver all instruments to appoint one or more Persons to act as a co-trustee
      or
      co-trustees, or separate trustee or separate trustees, of all or any part of
      the
      Collateral and to vest in such Person or Persons, in such capacity and for
      the
      benefit of the Noteholders, the Insurer and the Swap Counterparty, such title
      to
      the Collateral, or any part thereof, and subject to the other provisions of
      this
      Section 13.10, such powers, duties, obligations, rights and trusts as the
      Trustee may consider necessary or desirable. No co-trustee or separate trustee
      hereunder shall be required to meet the terms of eligibility as a successor
      trustee under Section 13.6 and no notice to the Noteholders of the appointment
      of any co-trustee or separate trustee shall be required under Section
      13.8.

     

    (b) Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any laws of any
      jurisdiction in which any particular act or acts are to be performed, the
      Trustee shall be incompetent or unqualified to perform such act or acts, in
      which event such rights, powers, duties and obligations (including the holding
      of title to the Collateral, or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or co-trustee,
      but solely at the direction of the Trustee;

     

    (ii) no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii) the
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

    (c) Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Indenture and the conditions of this Article
      XIII. Each separate trustee and co-trustee, upon its 

     

     

    
      
         

      

      
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    acceptance
      of the trusts conferred, shall be vested with the estates or property specified
      in its instrument of appointment, either jointly with the Trustee or separately,
      as may be provided therein, subject to all the provisions of this Indenture,
      specifically including every provision of this Indenture relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Servicer.

     

    (d) Any
      separate trustee or co-trustee may at any time constitute the Trustee as its
      agent or attorney-in-fact with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect to this Indenture
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      a
      successor trustee.

     

    Section
      13.11  Trustee
      May Enforce Claims Without Possession of Notes.
      All
      rights of action and claims under this Indenture or the Notes may be prosecuted
      and enforced by the Trustee without the possession of any of the Notes or the
      production thereof in any proceeding relating thereto, and any such proceeding
      instituted by the Trustee shall be brought in its own name as trustee. Any
      recovery of judgment shall, after provision for the payment of the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and counsel, be for the benefit of the Noteholders, the Insurer and the Swap
      Counterparty as their interests appear in this Agreement.

     

    Section
      13.12  Suits
      for Enforcement.
      If an
      Event of Default or a Servicer Default shall occur and be continuing, the
      Trustee, in its discretion may or at the direction of the Control Party shall
      subject to the provisions of Article XI and Section 12.1, proceed to protect
      and
      enforce its rights and the rights of the Noteholders and the Insurer under
      this
      Indenture by a suit, action or proceeding in equity or at law or otherwise,
      whether for the specific performance of any covenant or agreement contained
      in
      this Indenture or in aid of the execution of any power granted in this Indenture
      or for the enforcement of any other legal, equitable or other remedy as the
      Trustee, being advised by counsel, shall deem most effectual to protect and
      enforce any of the rights of the Trustee, the Noteholders or the
      Insurer.

     

    Section
      13.13  Rights
      of the Insurer or the Noteholders to Direct the Trustee.
      The (A)
      Insurer, if no Insurer Default has occurred and is continuing or (B) during
      the
      continuation of an Insurer Default, Majority Holders shall have the right to
      direct the time, method, and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred on the
      Trustee; provided,
      however,
      that,
      subject to Section 13.1, the Trustee shall have the right to decline to follow
      any such direction if the Trustee being advised by counsel determines that
      the
      action so directed may not lawfully be taken, or if the Trustee in good faith
      shall, by a Responsible Officer or Responsible Officers of the Trustee,
      determine that the proceedings so directed would be illegal or involve it in
      personal liability or be unduly prejudicial to the rights of Noteholders not
      parties to such direction, or if the Trustee has not been offered reasonable
      security or indemnity (it being agreed that an unsecured indemnity from the
      Insurer shall constitute sufficient indemnity), as contemplated by Section
      13.2,
      by (A) the Insurer, if no Insurer Default has occurred and is continuing or
      (B)
      during the continuation of an Insurer Default, the Holders of greater than
      50%
      of the Aggregate Principal Amount of the 

     

     

    
      
         

      

      
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    Notes;
      and provided further,
      that
      nothing in this Indenture shall impair the right of the Trustee to take any
      action deemed proper by the Trustee and which is not inconsistent with such
      direction by the Noteholders.

     

    Section
      13.14  Representations
      and Warranties of the Trustee.
      The
      Trustee represents and warrants that:

     

    (a) the
      Trustee is a national banking association with trust powers organized, validly
      existing and in good standing under the laws of the United States;

     

    (b) the
      Trustee has full power, authority and right to execute, deliver and perform
      this
      Indenture and has taken all necessary action to authorize the execution,
      delivery and performance by it of this Indenture; and

     

    (c) this
      Indenture has been duly executed and delivered by the Trustee and constitutes
      the legal, valid and binding agreement of the Trustee enforceable against the
      Trustee in accordance with its terms, except as such enforceability may be
      limited by Debtor Relief Laws and except as such enforceability may be limited
      by general principles of equity (whether considered in a suit at law or in
      equity).

     

    Section
      13.15  Maintenance
      of Office or Agency.
      The
      Trustee will maintain at its expense in Minneapolis, Minnesota, an office or
      offices or agency or agencies where notices and demands to or upon the Trustee
      in respect of the Notes and this Indenture may be served. The Trustee will
      give
      prompt written notice to the Issuer, the Insurer, the Swap Counterparty, the
      Servicer and the Noteholders of any change in the location of any such office
      or
      agency.

     

    Section
      13.16  No
      Assessment.
      Wells
      Fargo Bank, National Association’s agreement to act as Trustee hereunder shall
      not constitute or be construed as Wells Fargo Bank, National Association’s
      assessment of the Issuer’s or any Obligor’s creditworthiness or a credit
      analysis of any Loans.

     

    Section
      13.17  UCC
      Filings and Title Certificates.
      (a) The
      Trustee and the Noteholders expressly recognize and agree that the Collateral
      Agent may be listed as the secured party of record on the various Financing
      Statements required to be filed under this Indenture in order to perfect the
      security interest in the Collateral, and such listing will not affect in any
      way
      the respective status of the other secured parties under the Collateral Agency
      Agreement as the holders of their respective interests in other collateral.
      In
      addition, such listing shall impose no duties on the Collateral Agent other
      than
      those expressly and specifically undertaken in accordance with this Indenture
      and the Collateral Agency Agreement.

     

    (b) The
      Trustee shall file such financing statements covering the Collateral as the
      Control Party shall request in writing.

     

    (c) The
      Trustee hereby agrees that it will promptly after its receipt forward to the
      Insurer a copy of each notice and report which it receives under or with respect
      to this Indenture or other Transaction Documents (unless it is clear from the
      face of such notice or report that the Insurer has already received a copy
      of
      the same).

     

     

    
      
         

      

      
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    Section
      13.18  Replacement
      of the Custodian.
      Each of
      the Issuer and the Servicer agree not to replace the Custodian then acting
      as
      custodian of the Pledged Loans and related assets unless the Insurer has given
      its prior written consent to such action (which consent shall not be
      unreasonably withheld) and the Rating Agency Condition has been satisfied with
      respect to such replacement.

     

    ARTICLE
      XIV

    TERMINATION

     

    Section
      14.1  Termination
      of Agreement.
      The
      respective obligations and responsibilities of the Issuer, the Servicer and
      the
      Trustee created hereby (other than the obligation of the Trustee to make
      payments to Noteholders and the Insurer as hereafter set forth) shall terminate
      (the “Termination
      Date”)
      on the
      day after the Payment Date following the date on which funds shall have been
      deposited in the Collection Account sufficient to pay the Aggregate Principal
      Amount of all Notes plus all interest accrued on the Notes through the day
      preceding such Payment Date and all amounts owed to the Insurer pursuant to
      this
      Agreement and the Insurance Agreement; provided
      that,
      all amounts required to be paid on such Payment Date pursuant to this Indenture
      shall have been paid.

     

    Section
      14.2  Final
      Payment.

     

    (a) Written
      notice of any termination shall be given (subject to at least two Business
      Days’
prior notice from the Servicer to the Trustee) by the Trustee to the
      Noteholders, the Insurer, the Swap Counterparty and each Rating Agency then
      rating any Notes mailed not later than the fifth day of the month of such final
      payment specifying (a) the Payment Date and (b) the amount of any such final
      payment. The Trustee shall give such notice to the Note Registrar at the time
      such notice is given to the Noteholders.

     

    (b) On
      or
      after the final Payment Date, upon written request of the Trustee, the
      Noteholders shall surrender their Notes to the office specified in such request.
      If presentation or surrender of a Definitive Note is not made within six years
      of notice of final distribution, no claim may be made in respect of such
      Definitive Note.

     

    (c) The
      Trustee shall surrender the Insurance Policy to the Insurer on the date which
      the later of (i) the date that is one year and one day following the date on
      which the Notes shall have been paid in full and (ii) if any Insolvency
      Proceeding with respect to which the Issuer is the debtor has been commenced
      on
      or prior to the date specified in clause (i) above, the thirtieth day after
      the
      entry of a final, non-appealable order in resolution or settlement of such
      proceeding.

     

    Section
      14.3  [Reserved].

     

    Section
      14.4  Release
      of Collateral.
      Upon
      the termination of this Indenture pursuant to Section 14.1, the Trustee shall
      release all liens and assign to the Issuer (without recourse, representation
      or
      warranty) all right, title and interest of the Trustee in and to the Collateral
      and all proceeds thereof. The Trustee shall execute and deliver such instruments
      of assignment, in each case without recourse, representation or warranty, as
      shall be reasonably requested by the Issuer to release the security interest
      of
      the Trustee in the Collateral.

     

    
      
         

      

      
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    Section
      14.5  Release
      of Defaulted Loans.
      

     

    (a) Issuer
      May Obtain Release.
      If any
      Pledged Loan becomes a Defaulted Loan during any Due Period, the Issuer may,
      subject to the limitation set forth in Section 14.5(d), obtain a release of
      such
      Pledged Loan from the lien of this Indenture on any Payment Date thereafter.
      To
      obtain such release the Issuer shall be required either to (i) pay the
      Release Price of such Defaulted Loan to the Trustee for deposit into the
      Collection Account or (ii) deliver to the Trustee one or more Qualified
      Substitute Loans in substitution for such Defaulted Loan and pay the applicable
      Substitution Adjustment Amount to the Trustee for deposit into the Collection
      Account. The Issuer shall provide written notice to the Trustee, the Insurer
      and
      the Collateral Agent of any release pursuant to this Section 14.5 not less
      than
      two Business Days prior to the Payment Date on which such release is to be
      effected, specifying the Defaulted Loan and the Release Price therefor. The
      Issuer shall (i) pay the Release Price to the Trustee for deposit into the
      Collection Account not later than 12:00 noon, New York City time, on the Payment
      Date on which such release is made or (ii) deliver the Qualified Substitute
      Loan or Qualified Substitute Loans by 12:00 noon, New York City time, on the
      Payment Date on which such release is made and pay any Substitution Adjustment
      Amount to the Trustee for deposit into the Collection Account not later than
      12:00 noon, New York City time, on such Release Date.

     

    (b) Substitution.
      If a
      Seller delivers to the Issuer a Qualified Substitute Loan or Qualified
      Substitute Loans in lieu of payment for the repurchase of a Defaulted Loan,
      the
      Issuer shall execute a Supplemental Grant in substantially the form of Exhibit
      G
      hereto and deliver such Supplemental Grant to the Trustee and the Collateral
      Agent. Payments due with respect to Qualified Substitute Loans on or prior
      to
      the Calculation Date next preceding the date of substitution shall not be
      property of the Issuer, but, to the extent received by the Servicer, will be
      retained by the Servicer and remitted by the Servicer to the Seller on the
      next
      succeeding Payment Date. Payments due with respect to the Qualified Substitute
      Loans after the Calculation Date next preceding the date of substitution shall
      be property of the Issuer. The Issuer shall cause the Servicer to electronically
      deliver a schedule of any Defaulted Loans so removed and Qualified Substitute
      Loans so substituted to the Trustee and such schedule shall be an amendment
      to
      the Loan Schedule. Upon such substitution, the Qualified Substitute Loan or
      Qualified Substitute Loans shall be subject to the terms of this Indenture
      in
      all respects, the Issuer shall be deemed to have made the representations,
      and
      warranties with respect to each Qualified Substitute Loan set forth in Section
      5.1 and 5.2 of this Indenture, in each case as of the date of substitution,
      and
      the Issuer shall be deemed to have made a representation and warranty that
      each
      Loan so substituted is a Qualified Substitute Loan as of the date of
      substitution. The provisions of Section 5.4(a) shall apply to any Qualified
      Substitute Loan as to which the Issuer has breached the Issuer’s representations
      and warranties in Section 5.1 and 5.2 to the same extent as for any other
      Pledged Loan. In connection with the substitution of one or more Qualified
      Substitute Loans for one or more Defaulted Loans, the Servicer shall determine
      the Substitution Adjustment Amount. Such Substitution Adjustment Amount shall
      be
      paid to the Trustee and treated as if it were a portion of the Release Price
      for
      the Defaulted Loan and included in Available Funds as such. 

     

    (c) Release
      of Defaulted Loans.
      Upon
      each release of a Pledged Loan under this Section 14.5, the Collateral Agent
      and
      the Trustee shall automatically and without further action release, sell,
      transfer, assign, set over and otherwise convey to the Issuer, without recourse,
      

     

    
      
         

      

      
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    representation
      or warranty, all of the Collateral Agent’s and Trustee’s right, title and
      interest in and to such Defaulted Loan and the Transferred Assets related to
      such Defaulted Loan free and clear of the lien of this Indenture. The Collateral
      Agent and the Trustee shall execute such documents, releases and instruments
      of
      transfer or assignment and take such other actions as shall reasonably be
      requested by the Issuer to effect the release of such Defaulted Loans and the
      related Transferred Assets pursuant to this Section 14.5. Promptly after the
      occurrence of a Release Date and after the payment for or substitution for
      and
      release of a Defaulted Loan, in respect to which the Release Price has been
      paid
      or Qualified Substitute Loans have been provided, the Issuer shall direct the
      Servicer to delete such Defaulted Loans from the Loan Schedule.

     

    (d) Limitations
      on Purchase of Defaulted Loans.
      The
      amount of Defaulted Loans for which the Issuer is permitted to obtain a release
      and transfer to a Seller is limited as provided in the Fairfield Master Loan
      Purchase Agreement and the Trendwest Master Loan Purchase Agreement and as
      follows:

     

    (i) The
      Loan
      Balance of Pledged Loans which become Defaulted Loans and which are released
      and
      transferred to CTRG-CF, as Seller, shall not exceed in the aggregate 16.0%
      of
      the Loan Balance of the Pledged Loans as of the Cut-Off Date which were
      Fairfield Loans; for such purposes, the Loan Balance of a Pledged Loan shall
      be
      calculated on the day prior to the day the Pledged Loan became a Defaulted
      Loan;
      and 

     

    (ii) The
      Loan
      Balance of Pledged Loans which become Defaulted Loans and which are released
      and
      transferred to Trendwest, as Seller, shall not exceed in the aggregate 16.0%
      of
      the Loan Balance of the Pledged Loans as of the Cut-Off Date which were
      Trendwest Loans; for such purposes, the Loan Balance of a Pledged Loan shall
      be
      calculated on the day prior to the day the Pledged Loan became a Defaulted
      Loan.


     

    Section
      14.6  Release
      Upon Payment in Full.
      At such
      time as the Notes have been paid in full, all fees and expenses of the Trustee
      and the Collateral Agent with respect to the Notes have been paid in full,
      all
      obligations relating to this Indenture have been paid in full and all amounts
      owed to the Insurer pursuant to the Insurance Agreement have been paid in full,
      then, the Collateral Agent shall, upon the written request of the Issuer,
      release all liens and assign to Issuer (without recourse, representation or
      warranty) all right, title and interest of the Collateral Agent in and to the
      Collateral, and all proceeds thereof. The Collateral Agent and the Trustee
      shall
      execute and deliver such instruments of assignment, in each case without
      recourse, representation or warranty, as shall be reasonably requested by the
      Issuer to release the security interest of the Collateral Agent in the
      Collateral.

     

    
      
         

      

      
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    ARTICLE
      XV

    MISCELLANEOUS
      PROVISIONS

     

    Section
      15.1  Amendment.

     

    (a) Supplemental
      Indentures and Amendments Without Consent of the Noteholders.
      The
      Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and
      from
      time to time, with the consent of the Insurer and without the consent of any
      of
      the Noteholders, may enter into one or more amendments or indentures
      supplemental to this Indenture in form satisfactory to the Trustee for any
      of
      the following purposes:

     

    (i) to
      add to
      the covenants of the Issuer for the benefit of the Noteholders, the Insurer
      and
      the Swap Counterparty or to surrender any right or power conferred upon the
      Issuer;

     

    (ii) to
      Grant
      any additional property to the Trustee or the Collateral Agent or to be held
      by
      the Custodian, in each case, for the benefit of the Trustee and the Holders
      of
      the Notes and the Insurer and the Swap Counterparty;

     

    (iii) to
      correct or amplify the description of any property at any time subject to the
      Lien of this Indenture, or to better assure, convey and confirm unto the Trustee
      or the Collateral Agent or deliver to the Custodian, in each case for the
      benefit of the Trustee and the Noteholders and the Insurer and the Swap
      Counterparty, any property subject to the Lien of this Indenture;

     

    (iv) to
      cure
      any ambiguity, correct, modify or supplement any provision which is defective
      or
      inconsistent with any other provision herein; provided
      that,
      such correction, modification or supplement shall not alter in any material
      respect, the amount or timing of payments to or other rights of the
      Noteholders;

     

    (v) to
      modify
      transfer restrictions on the Notes, so long as any such modifications comply
      with the Securities Act and the Investment Company Act; or

     

    (vi) make
      any
      other changes which do not, individually or in the aggregate, materially and
      adversely affect the rights of any Noteholders.

     

    provided
      that,
      (x) in each case, the Issuer shall have satisfied the Rating Agency Condition
      with respect to such corrections, amendments, modifications or clarifications
      and (y), with respect to any changes described in subsection (vi), the Issuer
      shall have delivered to the Trustee and the Insurer an Officer’s Certificate of
      the Issuer and an Officer’s Certificate of the Servicer both to the effect that
      such change will not adversely affect the rights of any
      Noteholders.

     

    Subject
      to Section 15.1(c), the Trustee is hereby authorized to join in the execution
      of
      any such amendment or supplemental indenture and to make any further appropriate
      agreements and stipulations that may be therein contained. So long as any of
      the
      Notes are outstanding, at the cost of the Issuer, the Trustee shall provide
      to
      the Insurer and each Rating Agency then rating any Notes a copy of any proposed
      amendment or supplemental indenture prior to the execution

     

    
      
         

      

      
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    thereof
      by the Trustee and, as soon as practicable after the execution by the Issuer,
      the Servicer, the Trustee and the Collateral Agent of any such amendment or
      supplemental indenture, provide to the Insurer and each Rating Agency a copy
      of
      the executed amendment or supplemental indenture, as the case may
      be.

     

    (b) Amendments
      and Supplemental Indentures With Consent of the Noteholders.
      With
      the consent of (A) the Insurer, if no Insurer Default has occurred and is
      continuing or (B) during the continuation of an Insurer Default the
      Majority Holders and upon satisfaction of the Rating Agency Condition, the
      Issuer, the Servicer and the Trustee may enter into an amendment or indentures
      supplemental hereto for the purpose of adding any provisions to, or changing
      in
      any manner or eliminating any of the provisions of, this Indenture, or modifying
      in any manner the rights of the Holders of the Notes under this Indenture;
      provided
      that, so
      long as the Interest Rate Swap is in effect, no such amendment or supplemental
      indenture shall be entered into without the prior written consent of the Swap
      Counterparty if the effect of such amendment or supplement would be to adversely
      affect the Swap Counterparty’s ability or right to receive payment under the
      terms of the Interest Rate Swap, or if the amendment or supplemental indenture
      would modify the obligations of or impair the ability of the Issuer to fully
      perform any of its payment obligations under the Interest Rate
      Swap.

     

    No
      such
      amendment or supplemental indenture shall, without the consent of the Insurer,
      each affected Noteholder and the Swap Counterparty, to the extent such amendment
      or supplemental indenture would adversely affect any of the Swap Counterparty’s
      rights or obligations, or impair the ability of the Issuer to fully perform
      any
      of its obligations, under the Interest Rate Swap for so long as the Interest
      Rate Swap has not been terminated:

     

    (i) reduce
      in
      any manner the amount of, or change the timing of, principal, interest and
      other
      payments required to be made on any Note;

     

    (ii) change
      the application of proceeds of any Collateral to the payment of Notes of such
      Series;

     

    (iii) reduce
      the percentage of Noteholders required to take or approve any action under
      this
      Indenture; or

     

    (iv) permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Collateral or terminate the lien
      of
      this Indenture on any property at any time subject thereto or deprive the
      Noteholders of the security afforded by the lien of this Indenture.

     

    It
      shall
      not be necessary in connection with any consent of the Noteholders under this
      Section 15.1(b) for the Noteholders to approve the specific form of any proposed
      amendment or supplemental indenture, but it shall be sufficient if such consent
      shall approve the substance thereof. The Trustee will not be permitted to enter
      into any such supplemental indenture or unless the Rating Agency Condition
      is
      met.

     

    Promptly
      after the execution by the Issuer, the Trustee, the Collateral Agent and the
      Servicer of any amendment or supplemental indenture pursuant to this Section
      15.1(b), the Trustee, at the expense of the Issuer shall mail to the
      Noteholders, the Insurer, the Luxembourg 

     

    
      
         

      

      
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    Stock
      Exchange (if and for so long as any Class of Notes is listed thereon) and each
      Rating Agency rating any of the Notes, a copy thereof.

     

    (c) Execution
      of Amendments and Supplemental Indentures.
      In
      executing or accepting the additional trusts created by any amendment or
      supplemental indenture permitted by this Section 15.1 or the modifications
      thereby of the trusts created by this Indenture, the Trustee shall be entitled
      to receive, and (subject to Sections 13.1 and 13.2) shall be fully protected
      in
      relying in good faith upon, an Opinion of Counsel stating that the execution
      of
      such amendment or supplemental indenture is authorized or permitted by this
      Indenture and that all conditions precedent applicable thereto under this
      Indenture have been satisfied. The Trustee may, but shall not be obligated
      to,
      enter into any such amendment or supplemental indenture which affects the
      Trustee’s own rights, duties or immunities under this Indenture or
      otherwise.

     

    (d) Effect
      of Amendments and Supplemental Indentures.
      Upon
      the execution of any amendment or supplemental indenture under this Section
      15.1, this Indenture shall be modified in accordance therewith, and such
      amendment or supplemental indenture shall form a part of this Indenture for
      all
      purposes; and every Holder of a Note theretofore and thereafter authenticated
      and delivered hereunder shall be bound thereby.

     

    (e) Reference
      in Notes to Amendments and Supplemental Indentures.
      Notes
      executed, authenticated and delivered after the execution of any amendment
      or
      supplemental indenture pursuant to this Section 15.1 may, and if required by
      the
      Trustee shall, bear a notation in form approved by the Trustee as to any matter
      provided for in such amendment or supplemental indenture. If the Issuer shall
      so
      determine, new Notes, so modified as to conform in the opinion of the Trustee
      and the Issuer to any such amendment or supplemental indenture, may be prepared
      and executed by the Issuer and authenticated and delivered by the Trustee or
      the
      Authentication Agent in exchange for outstanding Notes.

     

    (f) In
      determining whether the requisite percentage of Noteholders have concurred
      in
      any direction, waiver or consent, Notes owned by the Issuer or an Affiliate
      of
      the Issuer shall be considered as though they are not outstanding, except that
      for the purposes of determining whether the Trustee shall be protected in making
      such determination or relying on any such direction, waiver or consent, only
      Notes which a Responsible Officer of the Trustee knows pursuant to written
      notice (or in the case of the Issuer, by reference to the Note Register if
      the
      Trustee is also the Note Registrar) are so owned shall be so
      disregarded.

     

    Section
      15.2  Discretion
      with Respect to Derivative Financial Instruments.
      The
      parties to this Indenture recognize and agree that, in the course of managing
      its assets and obligations, the Issuer may, from time to time, find it useful
      and prudent to enter into, or to terminate or modify, derivative financial
      instruments for the purpose of hedging its interest rate risk, and the parties
      hereby agree that, (a) in addition to the Interest Rate Swap, the Issuer
      may, from time to time, enter into derivative financial instruments for the
      purpose of hedging the Issuer’s interest rate risk and (b) the Issuer may,
      in its discretion, terminate, or modify, any such derivative financial
      instrument; provided
      that the
      Issuer shall not terminate or modify the Interest Rate Swap except as provided
      in this Indenture and solely in accordance with the appropriate mechanism(s)
      as
      set forth in the Interest Rate Swap, and, with respect to any derivative
      financial instruments, other than the Interest Rate Swap, the Issuer shall
      not
      enter into any such 

     

     

    
      
         

      

      
        115

        
          

        

      

      
         

      

    

     

    instruments
      unless the Rating Agency Condition has been satisfied with respect to such
      derivative financial instrument; provided further,
      however,
      that,
      so long as the Interest Rate Swap is in effect, (x) no instrument shall be
      entered into pursuant to clause (a) above and (y) no termination (or
      modification) shall be effected pursuant to clause (b) above, without the prior
      written consent of the Swap Counterparty if the effect of such instrument,
      termination (or modification) would be to adversely affect the Swap
      Counterparty’s ability or right to receive payment under the terms of the
      Interest Rate Swap, or if the instrument, termination (or modification) would
      modify the obligations of or impair the ability of the Issuer to fully perform
      any of its payment obligations under the Interest Rate Swap; and provided further,
      however,
      that
      any termination, modification or replacement with respect to the Interest Rate
      Swap effected otherwise in accordance with this Indenture and the appropriate
      mechanism(s) as set forth in the Interest Rate Swap shall not be subject to
      the
      provisions of this Section 15.2.

     

    Section
      15.3  Limitation
      on Rights of the Noteholders.

     

    (a) The
      death
      or incapacity of any Noteholder shall not operate to terminate this Indenture,
      nor shall such death or incapacity entitle such Noteholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      commence any proceeding in any court for a partition or winding up of the
      Collateral, nor otherwise affect the rights, obligations and liabilities of
      the
      parties hereto or any of them.

     

    (b) Nothing
      herein set forth, or contained in the terms of the Notes, shall be construed
      so
      as to constitute the Noteholders from time to time as partners or members of
      an
      association; nor shall any Noteholder be under any liability to any third person
      by reason of any action taken by the parties to this Indenture pursuant to
      any
      provision hereof.

     

    Section
      15.4  Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND 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 REGARD TO CONFLICT OF LAWS PRINCIPLES.

     

    Section
      15.5  Waiver
      of Jury Trial.
      TO THE
      EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO AND THEIR ASSIGNEES WAIVES
      ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
      IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF,
      CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF
      THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
      INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL
      WITHOUT A JURY.

     

    Section
      15.6  Notices.
      All
      communications and notices hereunder shall be in writing and shall be deemed
      to
      have been duly given if personally delivered to, or transmitted by overnight
      courier, or transmitted by telex or telecopy and confirmed by a mailed
      writing:

     

    If
      to the
      Issuer:

     

    
      
         

      

      
        116

        
          

        

      

      
         

      

    

     

    CENDANT
      TIMESHARE 2005-1 RECEIVABLES FUNDING, LLC

    10750
      West Charleston Boulevard

    Suite
      130, Mail Stop 2065

    Las
      Vegas, Nevada 89135

    Attention:
      President

    (or
      such
      other address as may hereafter be furnished to the Trustee, the Servicer and
      the
      Collateral Agent in writing by the Issuer).

     

    If
      to the
      Servicer:

     

    CENDANT
      TIMESHARE RESORT GROUP - CONSUMER FINANCE, INC.

    10750
      West Charleston Boulevard

    Suite
      130

    Las
      Vegas, Nevada 89135

    Fax
      number: 702-227-3114 

    Attention:
      President, Treasurer and Controller

    (or
      such
      other address as may hereafter be furnished to the Trustee, the Issuer and
      the
      Collateral Agent in writing by the Servicer).

     

    If
      to the
      Trustee:

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Sixth
      & Marquette

    MAC
      N9311-161

    Minneapolis,
      Minnesota 55479

    Fax
      number: 612-667-3464

    Attention:
      Corporate Trust Services Asset-Backed Administration

    


    (or
      such
      other address as may be furnished to the Servicer, the Issuer or the Collateral
      Agent in writing by the Trustee).

     

    If
      to the
      Collateral Agent:

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    269
      Technology Way

    Building
      B, Unit 3

    Rocklin,
      CA 95765

    Fax
      number: 916-626-3152

    Attention:
      Structured Finance Trust Services

    Re:
      Cendant Timeshare 2005-1 Receivables Funding, LLC

    


    (or
      such
      other address as may be furnished in writing to the Trustee, the Issuer and
      the
      Servicer by the Collateral Agent).

     

    If
      to
      each Rating Agency:

     

    Fitch,
      Inc.

    Attn:
      Asset-Backed Securities - Timeshare

     

     

    
      
         

      

      
        117

        
          

        

      

      
         

      

    

     

    55
      East
      Monroe

    Suite
      3500

    Chicago,
      IL 60610

    Fax
      number: 312-368-2069

    


    (or
      such
      other address as may be furnished in writing to the Trustee, the Issuer and
      the
      Servicer).

     

    Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Fax
      number: 212-553-4392

    


    (or
      such
      other address as may be furnished in writing to the Trustee, the Issuer and
      the
      Servicer).

     

    Standard
      & Poor’s Ratings Group

    55
      Water
      Street

    New
      York,
      New York 10041

    Fax
      number: 212-438-2655

    


    (or
      such
      other address as may be furnished in writing to the Trustee, the Issuer and
      the
      Servicer).

     

    If
      to the
      Swap Counterparty:

    


    Bank
      of
      America, N.A.

    Sear
      Tower

    233
      South
      Wacker Drive, Suite 2800

    Chicago,
      Illinois 60606

    Attention:
      Swap Operations

    Telex
      N.:
      49663210 Answerback: NATIONSBANK CHA

    


    (or
      such
      other address as may be furnished in writing to the Trustee, the Issuer and
      the
      Servicer),

    


    with
      a
      copy to:

    


    Bank
      of
      America, N.A.

    100
      N.
      Tryon St., NC1-007-13-01

    Charlotte,
      North Carolina 28255

    Attention:
      Capital Markets Documentation

    (Telex
      No.: 9663210; Answerback: NATIONSBK CHA)

    Facsimile
      No.: 704-386-4113

    


    If
      to the
      Insurer:

     

     

    
      
         

      

      
        118

        
          

        

      

      
         

      

    

     

    Financial
      Guaranty Insurance Company (FGIC)

    125
      Park
      Avenue

    New
      York,
      New York 10017

    Fax
      (212)
      312-3350

    


    (in
      each
      case in which notice or other communication to the Insurer refers to a Servicer
      Default, an Unmatured Servicer Default, an Event of Default or an Unmatured
      Event of Default, a claim on the Policy or with respect to which failure on
      the
      part of the Insurer to respond shall be deemed to constitute consent or
      acceptance, then a copy of such notice or other communication should also be
      sent to the attention of “general counsel” of the Insurer at the same address
      and shall be marked to indicate “URGENT MATERIAL ENCLOSED.”)

    


    All
      communications and notices pursuant hereto to a Noteholder will be given by
      

     

    first-class
      mail, postage prepaid, to the registered holders of such Notes at their
      respective address as shown in the Note Register. Any notice so given within
      the
      time prescribed in this Indenture shall be conclusively presumed to have been
      duly given, whether or not the Noteholder receives such notice.

     

    Section
      15.7  Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this Indenture
      shall for any reason whatsoever be held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Indenture and shall in no
      way
      affect the validity or enforceability of the other provisions of this Indenture
      or of the Notes or rights of the Noteholders thereof.

     

    Section
      15.8  Assignment.
      Notwithstanding anything to the contrary contained herein, except as provided
      in
      Section 12.2, this Indenture may not be assigned by the Issuer or the Servicer
      without the prior consent of the Majority Holders, the Insurer and the Swap
      Counterparty.

     

    Section
      15.9  Notes
      Non-assessable and Fully Paid.
      It is
      the intention of the Issuer that the Noteholders shall not be personally liable
      for obligations of the Issuer and that the indebtedness represented by the
      Notes
      shall be non-assessable for any losses or expenses of the Issuer or for any
      reason whatsoever.

     

    Section
      15.10  Further
      Assurances.
      Each of
      the Issuer, the Servicer and the Collateral Agent agree to do and perform,
      from
      time to time, any and all acts and to execute any and all further instruments
      required or reasonably requested by the Trustee more fully to effect the
      purposes of this Indenture, including without limitation the authorization
      of
      any financing statements, amendments thereto, or continuation statements
      relating to the Pledged Loans for filing under the provisions of the UCC of
      any
      applicable jurisdiction.

     

    Section
      15.11  No
      Waiver; Cumulative Remedies.
      No
      failure to exercise and no delay in exercising, on the part of the Trustee
      or
      the Noteholders, any right, remedy, power or privilege hereunder, shall operate
      as a waiver thereof; nor shall any single or partial exercise of any right,
      remedy, power or privilege hereunder preclude any other or further exercise
      thereof or the 

     

     

    
      
         

      

      
        119

        
          

        

      

      
         

      

    

     

    exercise
      of any other right, remedy, power or privilege. No waiver of any provision
      hereof shall be effective unless made in writing. The rights, remedies, powers
      and privileges therein provided are cumulative and not exhaustive of any rights,
      remedies, powers and privileges provided by law.

     

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

     

    Section
      15.13  Third-Party
      Beneficiaries.
      This
      Indenture will inure to the benefit of and be binding upon the parties hereto,
      the Swap Counterparty, the Insurer, the Noteholders and their respective
      successors and permitted assigns. Except as otherwise provided in this Article
      XV, no other person will have any right or obligation hereunder.

     

    Section
      15.14  Actions
      by the Noteholders.

     

    (a) Wherever
      in this Indenture a provision is made that an action may be taken or a notice,
      demand or instruction given by the Noteholders, such action, notice or
      instruction may be taken or given by any Noteholder, unless such provision
      requires a specific percentage of the Noteholders. If, at any time, the request,
      demand, authorization, direction, consent, waiver or other act of a specific
      percentage of the Noteholders is required pursuant to this Indenture, written
      notification of the substance thereof shall be furnished to all
      Noteholders.

     

    (b) Any
      request, demand, authorization, direction, consent, waiver or other act by
      a
      Noteholder binds such Noteholder and every subsequent holder of such Note issued
      upon the registration of transfer thereof or in exchange therefor or in lieu
      thereof in respect of anything done or omitted to be done by the Trustee, the
      Issuer or the Servicer in reliance thereon, whether or not notation of such
      action is made upon such Note.

     

    Section
      15.15  Merger
      and Integration.
      Except
      as set forth in the Trustee Fee Letter, and except as specifically stated
      otherwise herein, this Indenture and the other Transaction Documents set forth
      the entire understanding of the parties relating to the subject matter hereof,
      and, except as set forth in such Trustee Fee Letter, all prior understandings,
      written or oral, are superseded by this Indenture and the other Transaction
      Documents. This Indenture may not be modified, amended, waived or supplemented
      except as provided herein.

     

    Section
      15.16  No
      Bankruptcy Petition.
      The
      Trustee, the Insurer, the Servicer, the Collateral Agent and each Noteholder,
      by
      accepting a Note, hereby covenant and agree that they will not at any time
      institute against the Issuer or the Depositor, or join in instituting against
      the Issuer or the Depositor, any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings, or other proceedings under any Debtor
      Relief Law until one year and one day after such time as both the Issuer and
      the
      Depositor have paid in full all indebtedness owed by such Person. The provisions
      of this Section 15.16 will survive any termination of this
      Agreement.

     

    Section
      15.17  Headings.
      The
      headings herein are for purposes of reference only and shall not otherwise
      affect the meaning or interpretation of any provision hereof.

     

    
      
        
          


           

        

         

      

      
        120

        
          

        

      

      
         

        
        

      

    

    



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

    
      


      


      
        	 	 	
                CENDANT
                  TIMESHARE 2005-1 RECEIVABLES FUNDING, LLC,

                as
                  Issuer

              	 
	 	
                 

                By:

              	
                 

                /s/
                  Mark A. Johnson

              	 
	 	 	
                Name:
                  Mark A. Johnson

                Title:
                  President

              	 


      



      
        	 	 	
                 

                 

                CENDANT
                  TIMESHARE RESORT GROUP - CONSUMER FINANCE, INC.,

                as
                  Servicer

              	 
	 	
                 

                By:

              	
                 

                /s/
                  Mark A. Johnson

              	 
	 	 	
                Name:
                  Mark A. Johnson

                Title:
                  President

              	 


      

      
        	 	 	
                 

                 

                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION,

                 as
                  Trustee

              	 
	 	
                 

                By:

              	
                 

                /s/
                  Cory Branden

              	 
	 	 	
                Name:
                  Cory Branden

                Title:
                  Vice President

              	 


      

      
        	 	 	
                 

                 

                WACHOVIA
                  BANK, NATIONAL ASSOCIATION,

                 as
                  Collateral Agent

              	 
	 	
                 

                By:

              	
                 

                /s/
                  Cheryl Whitehead 

              	 
	 	 	
                Name:
                  Cheryl Whitehead 

                Title:
                  Vice President

              	 


      

      
      



     

    
    

    


    
      
        
           

          [Signature
            page for Indenture and Servicing Agreement]