Series 2002-1 Supplement dated Nov 14, 2005


EXHIBIT
10.2

 

EXECUTION
COPY













SERIES
2002-1 SUPPLEMENT

 

Dated as
of August 29, 2002

 

Amended
and Restated as of November 14, 2005

 

to

 

MASTER
INDENTURE AND SERVICING AGREEMENT

 

Dated as
of August 29, 2002

 









 

CENDANT
TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC

 

LOAN-BACKED

 

VARIABLE
FUNDING NOTES,

 

SERIES
2002-1

 


 








 

among

 

CENDANT
TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC,

 

as
Issuer

 

CENDANT
TIMESHARE RESORT GROUP--CONSUMER FINANCE, INC.,

 

as Master
Servicer

 

WACHOVIA
BANK, NATIONAL ASSOCIATION,

 

as
Trustee

 

and

 

WACHOVIA
BANK, NATIONAL ASSOCIATION,

 

as
Collateral Agent



 




















 

TABLE
OF CONTENTS




Page


	
      ARTICLE
      I 

      DESIGNATION
      of the Series 2002-1 Notes

	
      Section
      1.01.
	 	
      Designation
	 	
      3

	
      ARTICLE
      II 

      Definitions

	
      Section
      2.01.
	 	
      Definitions
	 	
      4

	
      Section
      2.02.
	 	
      Other
      Definitional Provisions
	 	
      19

	
      ARTICLE
      III 

      Servicing
      Compensation

	
      Section
      3.01.
	 	
      Servicing
      Compensation
	 	
      19

	
      ARTICLE
      IV 

      THE
      SERIES 2002-1 NOTES

	
      Section
      4.01.
	 	
      Forms
      Generally
	 	
      19

	
      Section
      4.02.
	 	
      Authorized
      Amount; Conditions to Initial Issuance
	 	
      20

	
      Section
      4.03.
	 	
      Principal,
      Interest and NPA Costs
	 	
      21

	
      Section
      4.04.
	 	
      Nonrecourse
      to the Issuer
	 	
      21

	
      Section
      4.05.
	 	
      Dating
      of the Notes
	 	
      21

	
      Section
      4.06.
	 	
      Payments
      on the Series 2002-1 Notes; Payment of NPA Costs
	 	
      22

	
      Section
      4.07.
	 	
      Increases
      in Notes Principal Amount
	 	
      22

	
      Section
      4.08.
	 	
      Reduction
      of the Facility Limit
	 	
      23

	
      Section
      4.09.
	 	
      Increase
      of the Facility Limit
	 	
      23

	
      Section
      4.10.
	 	
      Repayment
      Obligation
	 	
      24

	
      Section
      4.11.
	 	
      Transfer
      Restrictions
	 	
      24

	
      Section
      4.12.
	 	
      Tax
      Treatment
	 	
      27

	
      ARTICLE
      V 

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

	
      Section
      5.01.
	 	
      Representations
      and Warranties of the Issuer
	 	
      27

	
      Section
      5.02.
	 	
      Assignment
      of Representations and Warranties
	 	
      28

	
      Section
      5.03.
	 	
      Addition
      of New Sellers
	 	
      28




 

 







i












 

TABLE
OF CONTENTS

(continued)

Page


	
      ARTICLE
      VI

      PAYMENTS,
      SECURITY AND ALLOCATIONS

	
      Section
      6.01.
	 	
      Priority
      of Payments
	 	
      30

	
      Section
      6.02.
	 	
      Determination
      of Monthly Principal
	 	
      31

	
      Section
      6.03.
	 	
      Information
      Provided to Trustee
	 	
      31

	
      Section
      6.04.
	 	
      Payments
	 	
      31

	
      Section
      6.05.
	 	
      Collection
      Account
	 	
      31

	
      Section
      6.06.
	 	
      Reserve
      Account
	 	
      33

	
      Section
      6.07.
	 	
      Hedge
      Agreement
	 	
      35

	
      Section
      6.08.
	 	
      Replacement
      of Hedge Provider
	 	
      35

	
      ARTICLE
      VII

      ADDITION,
      RELEASE AND SUBSTITUTION OF LOANS

	
      Section
      7.01.
	 	
      Addition
      of Series 2002-1 Collateral
	 	
      36

	
      Section
      7.02.
	 	
      Release
      of Defective Loans
	 	
      38

	
      Section
      7.03.
	 	
      Release
      of Defaulted Loans
	 	
      39

	
      Section
      7.04.
	 	
      Release
      Upon Optional Prepayments
	 	
      39

	
      Section
      7.05.
	 	
      Release
      Upon Optional Substitution
	 	
      40

	
      Section
      7.06.
	 	
      Release
      Upon Payment in Full
	 	
      41

	
      ARTICLE
      VIII 

      REPORTS
      TO TRUSTEE AND NOTEHOLDERS

	
      Section
      8.01.
	 	
      Monthly
      Report to Trustee
	 	
      41

	
      Section
      8.02.
	 	
      Monthly
      Servicing Report
	 	
      41

	
      Section
      8.03.
	 	
      Delivery
      of Reports to Deal Agent
	 	
      42

	
      Section
      8.04.
	 	
      Tax
      Reporting
	 	
      42

	
      ARTICLE
      IX 

      AMORTIZATION
      EVENTS

	
      Section
      9.01.
	 	
      Amortization
      Events
	 	
      42

	
      ARTICLE
      X 

      Events
      of Default

	
      Section
      10.01.
	 	
      Events
      of Default
	 	
      44

	
      Section
      10.02.
	 	
      Acceleration
      of Maturity; Rescission and Annulment
	 	
      45




 

 







ii















TABLE
OF CONTENTS

(continued)

Page


	
      Section
      10.03.
	 	
      Authority
      to Institute Proceedings and Direct Remedies
	 	
      45

	
      Section
      10.04.
	 	
      Distributions
      of Amounts Collected
	 	
      45

	
      Section
      10.05.
	 	
      Sale
      of Defaulted Loans After an Event of Default
	 	
      46

	
      ARTICLE
      XI 

      PROVISIONS
      RELATING TO THE master SERVICER

	
      Section
      11.01.
	 	
      Master
      Servicer Advances
	 	
      47

	
      Section
      11.02.
	 	
      Additional
      Events of Servicer Defaults
	 	
      47

	
      Section
      11.03.
	 	
      Additional
      Conditions to Master Servicer Transfer
	 	
      48

	
      Section
      11.04.
	 	
      Fair
      Market Value of Defaulted Loans
	 	
      48

	
      ARTICLE
      XII

      Miscellaneous
      Provisions

	
      Section
      12.01.
	 	
      Ratification
      of Agreement
	 	
      49

	
      Section
      12.02.
	 	
      Counterparts
	 	
      49

	
      Section
      12.03.
	 	
      Governing
      Law
	 	
      49

	
      Section
      12.04.
	 	
      Notices
      to Deal Agent
	 	
      49

	
      Section
      12.05.
	 	
      Nonpetition
      Covenant 
	 	
      49

	
      Section
      12.06.
	 	
      Satisfaction
      of Rating Agency Condition
	 	
      49

	
      Section
      12.07.
	 	
      Amendment
      to Documents
	 	
      50

	
      Section
      12.08.  
	 	
      Rating
      Agency Review
	 	
      50







 



iii















 

EXHIBITS


 


	
      EXHIBIT
      A    
	 	
      Form
      of Supplemental Grant
		
      A-1

	
      EXHIBIT
      B
	 	
      Form
      of Series 2002-1 Notes and Certificate of Authentication
		
      B-1

	
      EXHIBIT
      C        
		
      List
      of Initial Principal Amounts
		
      C-1

	
      EXHIBIT
      D
	 	
      Form
      of Monthly Report
	 	
      D-1

	
      EXHIBIT
      E
		
      [Reserved]
		
	
      EXHIBIT
      F
	 	
      Forms
      of Documents to be used by New Sellers:
	 	
		 	
      Form
      F-1 -- Form of Purchase Agreement    
	 	
      F-1

	 	 	
      Form
      F-2 -- Form of Series 2002-1 Purchase Supplement
	 	
      F-2

	
      EXHIBIT
      G
	 	
      Form
      of Noteholder’s Letter
	 	
      G-1




 



 




















 

SERIES
2002-1 SUPPLEMENT, dated as of August 29, 2002, and amended and restated as of
November 14, 2005, among CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a
limited liability company formed under the laws of the State of Delaware and
formerly known as Sierra Receivables Funding Company, LLC, as Issuer, CENDANT
TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC., a Delaware corporation formerly
known as Fairfield Acceptance Corporation-Nevada, as Master Servicer, WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as Trustee under the Agreement, and WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, as Collateral
Agent.

 

Section
2.10 of the Agreement provides that the Issuer may, pursuant to one or more
Supplements, issue one or more Series of Notes and set forth the terms of such
Series.

 

Pursuant
to this Supplement, the Issuer creates the Series 2002-1 Notes and specifies the
terms thereof.

 

All
things necessary to make this Supplement a valid agreement of the Issuer, the
Master Servicer, the Trustee and the Collateral Agent in accordance with its
terms have been done.

 

GRANTING
CLAUSES

 

The
Issuer hereby Grants to the Collateral Agent, for the benefit of the Trustee for
the benefit of the Series 2002-1 Noteholders, all of the Issuer’s right, title
and interest, whether now owned or hereafter acquired, in, to and under the
following:

 

(a)  all
Series 2002-1 Pledged Loans, together with all other Series 2002-1 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
including any sub-accounts within the Collection Account;

 

(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 Series 2002-1 Collections are deposited, to the extent such money,
investment property, instruments and other property constitutes Series 2002-1
Collections;

 

(d)  the
Reserve Account and all moneys, investment property, instruments and other
property credited to, carried in or deposited in the Reserve Account including
any sub-accounts within the Reserve Account;

 

(e)  the Hedge
Agreement and all rights and interests therein and thereto;

 

(f)  all
rights, remedies, powers, privileges and claims of the Issuer under or with
respect to the Series 2002-1 Pool Purchase Supplement and each Series 2002-1
Purchase Supplement including, without limitation all rights to enforce payment
obligations of the Issuer, the Depositor and each Seller and all rights to
collect all monies due and to become due to the 

 







1












 

Issuer
from the Depositor or any Seller under or in connection with the Series 2002-1
Pool Purchase Supplement or any Series 2002-1 Purchase Supplement (including
without limitation all interest and finance charges for late payments accrued
thereon and proceeds of any liquidation or sale of Series 2002-1 Pledged Loans
or resale of Timeshare Properties or Vacation Credits and all other Collections
on the Series 2002-1 Pledged Loans) and all other rights of the Issuer to
enforce the Series 2002-1 Pool Purchase Supplement and each Series 2002-1
Purchase Supplement;

 

(g)  to the
extent related to the Series 2002-1 Pledged Loans or the Series 2002-1 Pledged
Assets, all rights, remedies, powers, privileges and claims of the Issuer under
or with respect to the Pool Purchase Agreement and the each of the Purchase
Agreements including, without limitation all rights to enforce payment
obligations of the Issuer, the Depositor and each Seller and all rights to
collect all monies due and to become due to the Issuer from the Depositor or any
Seller under or in connection with the Series 2002-1 Pledged Loans (including
without limitation all interest and finance charges for late payments accrued
thereon and proceeds of any liquidation or sale of Series 2002-1 Pledged Loans
or resale of Timeshare Properties or Vacation Credits and all other Collections
on the Series 2002-1 Pledged Loans) and all other rights of the Issuer to
enforce the Pool Purchase Agreement and each Purchase Agreement;

 

(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;

 

(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 Series 2002-1 Collateral, and including all payments under
Insurance Policies (whether or not a Seller or an Originator, the Depositor, 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 Series 2002-1 Collateral; 

 

(l)  the
Trendwest Supplemental Agreement and all rights and interests therein and
thereto; and 

 

(m)  all
proceeds of the foregoing.

 







2












 

The
property described in the preceding sentence is collectively referred to as the
“Series
2002-1 Collateral.” The
Grant of the Series 2002-1 Collateral to the Collateral Agent is for the benefit
of the Trustee to secure the Series 2002-1 Notes equally and ratably without
prejudice, priority or distinction among any Series 2002-1 Notes by reason of
difference in time of issuance or otherwise, except as otherwise expressly
provided in the Agreement or in this Supplement and to secure (i) the payment of
all amounts due on the Series 2002-1 Notes in accordance with their respective
terms, (ii) the payment of all other sums payable by the Issuer under the Series
2002-1 Documents or the Series 2002-1 Notes and (iii) compliance by the Issuer
with the provisions of the Series 2002-1 Documents. This Supplement is a
security agreement within the meaning of the UCC.

 

The
Collateral Agent and the Trustee acknowledge the Grant of the Series 2002-1
Collateral, and the Collateral Agent accepts the Series 2002-1 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 Series 2002-1 Noteholders
may be adequately and effectively protected.

 

The
Trustee and the Collateral Agent are directed to enter into the Collateral
Agency Agreement pursuant to which the Collateral Agent will act as agent for
the benefit of the Trustee for the purpose of maintaining a security interest in
the Series 2002-1 Collateral. The Trustee and Series 2002-1 Noteholders shall be
bound by the terms of the Collateral Agency Agreement upon the Trustee’s
execution thereof on their behalf. The Series 2002-1 Collateral shall not secure
the payment by or performance by the Issuer of any obligations related to any
other Series.

 

ARTICLE
I

DESIGNATION
OF THE SERIES 2002-1 NOTES

Section
1.01.  Designation.


 

(a)  
There is
hereby created and designated a Series of Notes to be issued pursuant to the
Agreement and this Supplement to be known as “CENDANT TIMESHARE CONDUIT
RECEIVABLES FUNDING, LLC, Loan-Backed Variable Funding Notes, Series 2002-1,”
the “Series
2002-1 Notes” or the
“Notes.”



 


(b)  
The
terms of the Series 2002-1 Notes shall be as set forth in this
Supplement.


 


(c)  
In
the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Supplement shall be controlling.


 







3












 

ARTICLE
II

DEFINITIONS

 


Section
2.01.  Definitions.


 

Terms
used herein, but not defined herein, shall have the meaning assigned to such
terms in the Agreement or if not defined in the Agreement, the meaning assigned
to such terms in the applicable Purchase Agreement or the applicable Series
2002-1 Purchase Supplement. Each capitalized term defined herein shall relate
only to the Series 2002-1 Notes and no other Series issued by the Issuer.
Whenever used in this Supplement, the following words and phrases shall have the
following meanings, and the definitions of such terms are applicable to the
singular as well as the plural forms of such terms and the masculine as well as
the feminine and neuter genders of such terms.

 

“Accrual
Period” means,
with respect to the Series 2002-1 Notes for any Payment Date, the period
beginning on and including the immediately preceding Payment Date and ending on
and excluding the current Payment Date, except that the first Accrual Period
will begin on and include the Closing Date and end on and exclude the September
2002 Payment Date.

 

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

 

“Addition
Cut-Off Date” means,
with respect to Additional 2002-1 Pledged Loans, the cut-off date stated in the
related Supplemental Grant.

 

“Addition
Date” means,
with respect to Additional 2002-1 Pledged Loans, the date designated in the
related Supplemental Grant as the Addition Date.

 

“Additional
2002-1 Pledged Loans” means
Loans (including Qualified Substitute Loans) pledged under this Supplement and a
Supplemental Grant subsequent to the Closing Date.

 

“Advance
Rate”
means:

 

(a) for the
November 2005 Payment Date or any other date occurring in November, 2005,
81.71%; and

 

(b) for any
date occurring on or after December 1, 2005, the percentage determined on the
basis of weighted average seasoning of the Series 2002-1 Pledged Loans as of the
end of the immediately preceding Due Period; for purposes of 

 







4












 

determining
the weighted average seasoning and the Advance Rate the following shall
apply:

 


	
      Seasoning
	
      CTRG-CF
      Loans
	
      Trendwest
      Loans

	
       

      0-6
      Months
	
       

      80.00%
	
       

      77.00%

	
      7-9
      Months
	
      81.50%
	
      78.50%

	
      10-12
      Months
	
      82.75%
	
      80.50%

	
      13-15
      Months
	
      83.75%
	
      81.75%

	
      16-18
      Months
	
      85.50%
	
      83.25%

	 	 	 



(c) for
purposes of determining the seasoning of a Loan, the number of months assigned
to a Loan shall be the number of calendar months that have elapsed between the
date of origination of the Loan to and including the last day of the Due Period
immediately preceding the date of determination.

 

“Agreement” means
the Master Indenture and Servicing Agreement dated as of August 29, 2002 and
amended and restated as of November 14, 2005, among the Issuer, the Master
Servicer, the Trustee and the Collateral Agent and as amended, supplemented and
restated from time to time.

 

“Alternate
Investor” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Amortization
Event” has the
meaning specified in Section 9.01.

 

“Available
Funds” for any
Payment Date means (i) all payments (including prepayments) of principal,
interest and fees collected from or on behalf of the Obligors during the related
Due Period on the Series 2002-1 Pledged Loans; (ii) all Master Servicer Advances
made on or prior to the Payment Date with respect to payments due from the
Obligors on the Series 2002-1 Loans during the related Due Period; (iii) the
Release Price paid to the Trustee for the release of any Series 2002-1 Pledged
Loan and the related Series 2002-1 Pledged Assets; (iv) all Net Liquidation
Proceeds from the disposition of a Series 2002-1 Defaulted Loan; (v) any
Net Hedge Receipts; and (vi) any amount withdrawn from the Reserve Account under
subsection 6.06(b) of this Supplement and deposited into the Collection Account
to be included as Available Funds on or in respect of such Payment
Date.

 

“Bank
Base Rate” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Borrowing
Base” means,
at any time, the product of

 

(i) the
remainder of (A) the Series 2002-1 Adjusted Loan Balance at such time minus (B)
the Excess Concentration Amount at such time multiplied by

 

(ii) the
Advance Rate.

 







5












 

“Borrowing
Base Shortfall” means,
at any time, the amount, if any, by which the Notes Principal Amount exceeds the
Borrowing Base then if effect.

 

“Business
Day,” for
purposes of this Supplement, shall mean any day other than (i) a Saturday
or Sunday, (ii) a day on which banking institutions in New York, New York,
Las Vegas, Nevada, 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 or (iii) a day on
which banks in London are closed.

 

“California
Excess Amount” means,
if on the last Business Day of any Due Period, Trendwest has not met the target
for qualification of WorldMark Resorts with the California Department of Real
Estate as set forth in subsection 7.01(d), then from such date until the target
for qualification is satisfied, an amount by which (i) the sum of the Loan
Balances for all Series 2002-1 Pledged Loans which are Trendwest California
Loans exceeds (ii) five percent (5%) of the Series 2002-1 Adjusted Loan
Balance.

 

“Change
of Control” means
that any of the Issuer, the Depositor, or any Seller of Series 2002-1 Pledged
Loans ceases to be wholly owned, directly or indirectly, by
Cendant.

 

“Class” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Class
Agent” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Class
Facility Limit” with
respect to each Class, has the meaning assigned to that term in the Note
Purchase Agreement, as such limit is adjusted from time to time as provided in
the Note Purchase Agreement.

 

“Closing
Date” means
August 30, 2002.

 

“Collection
Account” means
the account established pursuant to Section 6.05 of this
Supplement.

 

“Collateral
Agent” means
Wachovia Bank, National Association, a national banking association, as
Collateral Agent, its successors and assigns and any entity which is substituted
as Collateral Agent under the terms of the Collateral Agency
Agreement.

 

“Conduit” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Contract
Rate” means,
with respect to any Series 2002-1 Pledged Loan, the annual rate at which
interest accrues on such Loan, as modified from time to time only in accordance
with the terms of PAC or Credit Card Account (if applicable).

 

“CTRG-CF” means
Cendant Timeshare Resort Group-Consumer Finance, Inc., a Delaware corporation
formerly known as Fairfield Acceptance Corporation-Nevada.

 

“CTRG-CF
Loans” means
Series 2002-1 Pledged Loans sold to the Depositor by CTRG-CF. 

 







6












 

“Cut-Off
Date” means
(a) with respect to the Initial Series 2002-1 Pledged Loans, the Initial Cut-Off
Date, (b) with respect to any Additional Series 2002-1 Pledged Loan including
any Qualified Substitute Loan such date as is set forth in the Supplemental
Grant.

 

“Deal
Agent” means
Bank of America, N.A. in its capacity as “Deal Agent” under the Note Purchase
Agreement or any successor to or assignee thereof (to the extent such assignment
is permitted under the Note Purchase Agreement).

 

“Defaulted
Loan” means
any Series 2002-1 Pledged Loan (a) with any portion of a Scheduled Payment
delinquent more than 90 days, (b) with respect to which the Master Servicer
shall have determined in good faith that the Obligor will not resume making
Scheduled Payments, (c) for which the related Obligor 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” means
for any Due Period a fraction (i) the numerator of which is the aggregate
outstanding Loan Balance of all Series 2002-1 Pledged Loans which became
Defaulted Loans during such Due Period and (ii) the denominator of which is the
Series 2002-1 Aggregate Loan Balance as of the last day of such Due
Period.

 

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

 

“Delayed
Completion Green Loans” means
Series 2002-1 Pledged Loans which are Green Loans and which have been Series
2002-1 Pledged Loans for 15 months or more and the Green Timeshare Property is
still subject to completion.

 

“Delayed
Completion Green Loans Excess Amount” means,
at any time, the sum of the Loan Balances for all Series 2002-1 Pledged Loans
which are Delayed Completion Green Loans.

 

“Delinquency
Ratio” means
for any Due Period, a fraction the numerator of which is the aggregate
outstanding Loan Balance of all 2002-1 Pledged Loans which are Delinquent Loans
at the end of such Due Period and the denominator of which is the Series 2002-1
Aggregate Loan Balance as of the last day of such Due Period.

 

“Delinquent
Loan” means a
Series 2002-1 Pledged Loan with any Scheduled Payment or portion of a Scheduled
Payment delinquent more than 30 days other than a Loan that is a Defaulted
Loan.

 

“Determination
Date” means
with respect to any Payment Date, the second Business Day prior to such Payment
Date.

 

“Documents
in Transit Loan” means
any Series 2002-1 Pledged Loan with respect to which the original Loan and/or
the related Loan File or any part thereof is not in the possession of the
Custodian because either (i) the Mortgage and related documentation has been


 







7












 

sent out
for checking and recording or (ii) the documentation has not been delivered by
the Seller to the Custodian. 

 

“Documents
in Transit Excess Amount” means,
at any time, the amount by which (i) the sum of the Loan Balances for all
Series 2002-1 Pledged Loans which are Documents in Transit Loans exceeds (ii) 7%
of the Series 2002-1 Adjusted Loan Balance.

 

“Due
Date” has,
with respect to any Series 2002-1 Pledged Loan, the meaning assigned to the term
in the applicable Purchase Agreement.

 

“Due
Period” means
for any Payment Date, the immediately preceding calendar month.

 

“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” has,
with respect to any Series 2002-1 Loan, the meaning assigned to that term in the
Series 2002-1 Purchase Supplement pursuant to which such Loan was transferred to
the Depositor.

 

“Estimated
Fees” means
an amount to be stated by the Master Servicer each month in the Monthly Servicer
Report and used to calculate the Reserve Required Amount which Estimated Fees
amount shall be the Master Servicer’s good faith estimate of the sum of the
Monthly Trustee Fee for the immediately following three months, the Monthly
Master Servicer Fee for the immediately following three months and the fees to
become due under the Fee Letters for the immediately following three
months.

 

“Event
of Default” means
one or more of the events described in Section 10.1 of this
Supplement.

 

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


 

“Facility
Limit” means
$800,000,000 as such amount may be reduced from time to time in accordance with
Section 4.08 hereof and the Note Purchase Agreement or increased in accordance
with Section 4.09 hereof and the Note Purchase Agreement.

 

“Fee
Letter” has the
meaning assigned to such term in the Note Purchase Agreement.

 







8












 

"Fixed
Week Excess Amount" means,
at any time, the amount by which (i) the combined amount of the Loan Balances of
all Acquired Portfolio Loans for which the related Timeshare Property consists
of a Fixed Week and which as of such time is not subject to the FairShare Plus
Program and has not been converted and is not convertible into a UDI, exceeds
(ii) five percent (5%) of the Series 2002- Adjusted Loan Balance.

 

“Four
Month Default Percentage” means
(i) for the Payment Date occurring in December 2005, the Default Percentage for
November 2005, (ii) for the Payment Date occurring in January 2006, the sum of
the Default Percentage for November 2005 and for December 2005 divided by two,
(iii) for the Payment Date occurring in February 2006, the sum of the Default
Percentage for November 2005, for December 2005 and for January 2006 divided by
three and (iv) for any Payment Date on or after the Payment Date in March 2006,
the sum of the Default Percentages for each of the four immediately preceding
Due Periods divided by four.

 

“Green
Loan” means a
Loan the proceeds of which are used to finance the purchase of a Timeshare
Property for which construction on the related Resort has not yet begun or is
subject to completion.

 

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

 

“Gross
Excess Spread” means
for any Payment Date the Series 2002-1 Interest Collections for the immediately
preceding Due Period, minus the sum
of (i) the aggregate amount of Notes Interest due on such Payment Date and (ii)
the Monthly Master Servicer Fee due on such Payment Date.

 

“Gross
Excess Spread Percentage” means
for any Due Period the percentage equivalent of a fraction, the numerator of
which is the product of 12 times the Gross Excess Spread for the related Payment
Date and the denominator of which is the average daily Series 2002-1 Aggregate
Loan Balance. 

 

“Hedge
Agreement” means
the cap confirmation originally dated on or about the Closing Date between the
Issuer and the counterparty as Hedge Provider and as such Hedge Agreement may be
amended, modified, adjusted or replaced.

 

“Hedge
Provider” means
any entity which enters into a Hedge Agreement with the Issuer.

 

“Hospitality
and Timeshare Segments” means
the Hospitality Services Segment and the Timeshare Resorts Segment within
Cendant Corporation, as such segments are constituted and reported in Cendant’s
filings with the Securities and Exchange Commission in the most recent filings
prior to November 14, 2005.

 

“Initial
Cut-Off Date” means
the close of business on August 27, 2002.

 







9












 

“Initial
Notes Principal Amount” means
the principal amount of the Series 2002-1 Notes issued on the Closing Date,
being in the aggregate $232,506,160.43 and, with respect to each Note, the
initial principal amount of such Note at the time of its issuance.

 

“Initial
Series 2002-1 Pledged Loans” means
those Loans listed on the Series 2002-1 Loan Schedule delivered to the
Collateral Agent as of the Closing Date.

 

“Issuer” means
Cendant Timeshare Conduit Receivables Funding, LLC, a Delaware limited liability
company and its successors and assigns.

 

“Joinder
Agreement” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Kona” means
Kona Hawaiian Vacation Ownership, LLC, a Hawaii limited liability company, and
its successors and assigns. 

 

“Large
Loans Excess Amount” means,
at any time, the sum of (a) the combined amount of the Loan Balances of all
Series 2002-1 Pledged Loans which have a Loan Balance at such time greater than
$100,000 plus (b) the amount by which (i) the combined amount of the Loan
Balances of all Series 2002-1 Pledged Loans which have a Loan Balance at such
time of $75,000 or more (but not more than $100,000) exceeds (ii) five percent
(5%) of the Series 2002-1 Adjusted Loan Balance.

 

“Liquidity
Agreement” has the
meaning assigned to such term in the Note Purchase Agreement.

 

“Liquidity
Reduction Amortization Period” means
the period beginning with the Payment Date occurring in the first calendar month
following the occurrence of a Liquidity Reduction Date and continuing through
the earlier of (i) the Payment Date on which the Liquidity Reduction Amount has
been paid in full or (ii) the last Payment Date prior to the occurrence of an
Amortization Event.

 

“Liquidity
Reduction Amount” means,
if a Liquidity Reduction Event has occurred with respect to a Conduit, the
principal amount of Notes held by such Class as of the Payment Date immediately
following the applicable Liquidity Reduction Date.

 

“Liquidity
Reduction Date” means
the date on which a Liquidity Reduction Event occurs.

 

“Liquidity
Reduction Event” means
the Liquidity Agreement of a Conduit or Alternate Investor shall be terminated
for any reason (whether at the stated maturity or earlier) or shall otherwise
cease to be in full force and effect.

 

“Liquidity
Termination Date” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Majority
Facility Investors” has the
meaning assigned to that term in the Note Purchase Agreement.

 







10












 

“Market
Servicing Rate” means
the rate calculated by the Trustee following a Servicer Default and which rate
shall be calculated as follows: (1) the Trustee shall, within 10 Business
Days after the occurrence of a Servicer Default, solicit bids from entities
which are experienced in servicing loans similar to the Pledged Loans and shall
request delivery of such bids to the Trustee within 30 days of the delivery of
the notice to potential Successor Servicer, and such bids shall state a
servicing fee as part of the bid and (2) upon the receipt of three arms length
bids, the Trustee shall disregard the highest bid and the lowest bid and select
the remaining middle bid, and the servicing fee rate bid by such bidder shall be
the Market Servicing Rate.

 

“Master
Servicer” means
Cendant Timeshare Resort Group--Consumer Finance, Inc., a Delaware corporation,
or if a change in Master Servicer has occurred in accordance with the terms of
subsection 5.12(b) of the Agreement and Section 11.03 of this Supplement,
Trendwest and, in each case, its successors and assigns, as Master Servicer
under the Agreement or if any Service Transfer occurs under the Agreement, and
thereafter means the Successor Master Servicer appointed pursuant to Section
10.2 of the Agreement.

 

“Master
Servicer Advance” means
amounts, if any, advanced by the Master Servicer, at its option, pursuant to
Section 11.01 to cover any shortfall between (i) the Scheduled Payments on the
Series 2002-1 Pledged 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.

 

“Maturity
Date” means
December 15, 2008.

 

“Missing
Documentation Loan” means
any Series 2002-1 Pledged Loan with respect to which (A) the original Loan
and/or the related Loan File or any part thereof are not in the possession of
the Custodian at the time of the sale of such Loan to the Depositor and
(B) if the related Mortgage is not in the possession of the Custodian
because it has been removed from the Loan File for review and recording in the
local real property recording office, it has not been returned to the Loan File
in the time frame required by the applicable Purchase Agreement, or if the
documentation is not in the possession of the Custodian because it has not been
delivered by the Seller to the Custodian, such documentation is not in the
custody of the Custodian within 30 days after the date of the sale of such Loan
to the Issuer.

 

“Monthly
Interest” for
each Note means the Notes Interest due and payable on any Payment
Date.

 

“Monthly
Principal” has the
meaning specified in Section 6.02.

 

“Monthly
Master Servicer Fee” means,
in respect of any Due Period (or portion thereof), an amount equal to
one-twelfth of the product of (a) 1.25% for Due Periods ending after June
30, 2003 and on or before October 31, 2005, and 1.10% for Due Periods ending
after October 31, 2005 and (b) the Series 2002-1 Aggregate Loan Balance at the
beginning of such Due Period (or portion thereof) or if a Successor Master
Servicer has been appointed and accepted the appointment or if the Trustee is
acting as Master Servicer, an amount equal to 

 







11












 

one-twelfth
of the product of (x) the lesser of 3.5% and the Market Servicing Rate and (y)
the Series 2002-1 Aggregate Loan Balance at the beginning of such Due
Period.

 

“Monthly
Trustee Fee” means,
in respect of any Due Period, an amount equal to one-twelfth of 0.01% of the
Notes Principal Amount as of the first day of such Due Period.

 

“Net
Hedge Payment” means
with respect to any Payment Date, the aggregate amount, if any, which the Issuer
is obligated to pay as an additional premium to the Hedge Provider on such
Payment Date as a result of an increase in the notional amount of the Hedge
Agreement and/or any other change in the terms or adjustments of the Hedge
Agreement which require payment of an increased or additional premium; the
amount of any such Net Hedge Payment shall be calculated by the Master Servicer
and provided in writing to the Trustee and the Deal Agent.

 

“Net
Hedge Receipt” means
with respect to any Payment Date, the aggregate amount, if any, paid on the
Payment Date to the Trustee under the terms of the Hedge Agreement then in
effect including payments for termination or sale of all or a portion of the
Hedge Agreement.

 

“Net
Liquidation Proceeds” means,
with respect to any Defaulted Loan which is a Series 2002-1 Pledged Loan and
which has not been released from the Lien of this Supplement, the proceeds of
the sale, liquidation or other disposition of the Defaulted Loan and/or related
Series 2002-1 Pledged Assets.

 

“New
Seller” means
an entity other than CTRG-CF or Trendwest which (a) is a subsidiary of Cendant,
(b) performs its own loan origination and servicing, (c) has entered into a
Purchase Agreement and Series 2002-1 Purchase Supplement as provided in Section
5.03 and, (d) with respect to any Loan Granted under this Supplement has
complied with all conditions set forth in Section 5.03.

 

“New
Seller Excess Amount” means,
at any time, an amount equal to the sum of (a) the amount by which the sum
of the Loan Balances for Series 2002-1 Pledged Loans that were sold to the
Depositor by any one New Seller exceeds 10% of the Series 2002-1 Adjusted Loan
Balance plus, without duplication and (b) the amount by which the sum of the
Loan Balances for Series 2002-1 Pledged Loans that were sold to the Depositor by
all New Sellers exceeds 15% of the Series 2002-1 Adjusted Loan
Balance.

 

“New
Seller Loans” means
Loans sold by a New Seller to the Depositor under a Purchase
Agreement.

 

“Non-US
Excess Amount” means,
at any time, the amount by which (i) the sum of the Loan Balances for all Series
2002-1 Loans with Obligors with billing addresses not located in the United
States of America exceeds (ii) five percent (5%) of the Series 2002-1 Adjusted
Loan Balance.

 

“Noteholder’s
Letter” shall
mean a letter substantially in the form of Exhibit G.

 







12












 

“Note
Purchase Agreement” means
the Note Purchase Agreement dated as of August 29, 2002 and amended and restated
as of November 14, 2005 which relates to the sale of the Series 2002-1 Notes by
the Issuer and which is by and among the Issuer, the Depositor, the Master
Servicer, the Performance Guarantor, the Deal Agent, the Conduits, the Alternate
Investors and the Class Agents (each such term not defined herein has the
meaning set forth in the Note Purchase Agreement) as amended, restated,
supplemented or otherwise modified.

 

“Notes” means
the Series 2002-1 Notes and “Note” means
any one of the Series 2002-1 Notes.

 

“Notes
Increase” means a
draw on the Series 2002-1 Notes resulting in an increase in the Notes Principal
Amount outstanding.

 

“Notes
Increase Date” means
with respect to a Notes Increase, the Business Day on which the Notes Increase
occurs pursuant to Section 4.07 of this Supplement.

 

“Notes
Interest” means
for any Payment Date and for each Note outstanding during the related Accrual
Period, an amount equal to the Carrying Costs of the related Class due on such
Payment Date as such amount is reported to the Trustee by the Deal Agent or the
Master Servicer; plus the
Unused Fees and Program Fees due on such Payment Date under the terms of the
related Fee Letter as such amounts are reported to the Trustee by the Deal Agent
or the Master Servicer.

 

“Notes
Principal Amount” means
as of the close of business on any date, with respect to any Note, the Initial
Notes Principal Amount of that Note, less the aggregate amount of principal
payments made on that Note on or prior to such date plus the sum of all
increases in that Note occurring pursuant to Section 4.07 on or prior to such
date; provided that any
principal payments required to be returned to the Issuer in connection with any
Insolvency Proceeding shall be reinstated to the Notes Principal
Amount.

 

“Noteholder” or
“Holder” means
the Person in whose name a Series 2002-1 Note is registered in the Note
Register.

 

“Notice
of Increase” means
the notice presented by the Issuer to the Deal Agent, Master Servicer and
Trustee to request a Notes Increase.

 

“NPA
Costs” means
at any time, the Breakage and Other Costs as defined in the Note Purchase
Agreement.

 

“Original
Principal Balance” means
with respect to any Loan, the original principal balance of such
Loan.

 

“Overdue
Interest” means,
as of any Payment Date, the amount, if any, by which Monthly Interest in respect
of all prior Payment Dates exceeds the amount paid to Noteholders on such prior
Payment Dates, together with interest thereon for each Accrual Period at the
rate of the Bank Base Rate plus 2%.

 







13












 

“Payment
Date” means
the 13th day of
each calendar month, or, if such 13th day is
not a Business Day, the next succeeding Business Day.

 

“Performance
Guaranty” means
the performance guaranty dated as of August 29, 2002 made by Performance
Guarantor in favor of the Trustee.

 

“Permitted
Encumbrance” with
respect to any Series 2002-1 Pledged Loan has the meaning assigned to that term
under the Purchase Agreement pursuant to which such Loan is sold to the
Depositor.

 

“Potential
Amortization Event” means
an event which, but for the lapse of time or the giving of notice or both, would
constitute an Amortization Event.

 

“Potential
Event of Default” means
an event which, but for the lapse of time or the giving of notice or both, would
constitute an Event of Default.

 

“Potential
Servicer Default” means
an event which, but for the lapse of time or the giving of notice or both, would
constitute a Servicer Default.

 

“Principal
Distribution Amount” means
for any Payment Date an amount equal to the Borrowing Base Shortfall as of the
last day of the preceding Due Period less the amount by which the Borrowing Base
is increased on such Payment Date.

 

“Priority
of Payments” means
the application of Available Funds in accordance with Section 6.01.

 

“Program
Fees” means
with respect to any Class, the program fees described in the Fee Letter for that
Class.

 

“Purchase
Agreement” means a
Master Loan Purchase Agreement between a Seller and the Depositor pursuant to
which the Seller sells Loans to the Depositor. 

 

“Purchasers” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Qualified
Hedge Provider” means
an entity which provides a Hedge Agreement and which provider has a long term
unsecured debt rating of at least A from each of Moody’s and S&P and a
short-term unsecured debt rating of at least A-1 from S&P and P-1 from
Moody’s.

 

“Qualified
Substitute Loan” means a
substitute Series 2002-1 Pledged Loan that is an Eligible Loan on the applicable
date of substitution and that on such date of substitution has a coupon rate not
less than the coupon rate of the substituted Pledged Loan.

 

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

 







14












 

“Rating
Agency Condition” means
with respect to any action taken or to be taken, that each Rating Agency then
maintaining a rating on the Series 2002-1 Notes shall have notified the Issuer
and the Trustee in writing that such action will not result in a reduction,
downgrade, suspension or withdrawal of the rating then assigned by such Rating
Agency to the Series 2002-1 Notes, and, if no Rating Agency is then maintaining
a rating on the Series 2002-1 Notes, shall, with respect to Series 2002-1, mean
the written consent of the Deal Agent.

 

“Record
Date” means
as to any Payment Date the last day of the preceding Due Period.

 

“Release
Date” means
the date on which Series 2002-1 Pledged Loans are released from the Lien of this
Supplement.

 

“Release
Price” means
an amount equal to the outstanding Loan Balance of the Series 2002-1 Pledged
Loan as of the close of business on the Due Date immediately preceding the
Payment Date on which the release is to be made, plus accrued and unpaid
interest thereon to the date of such release.

 

“Released
Series 2002-1 Pledged Loan” means
any Loan which was included as a Series 2002-1 Pledged Loan, but which has been
released from the Lien of this Supplement pursuant to the terms
hereof.

 

“Reported
EBITDA” shall
mean, without duplication, for any period for which such amount is being
determined (i) the combined net income of the Hospitality and Timeshare Segments
(which shall for purposes of this calculation be determined in the same manner
and including the sources of income as those included therein as of November 14,
2005 without regard to changes in reporting practices after such date and,
specifically shall include, without limitation Resort Condominiums
International, LLC and Vacation Rental Group) plus provision for taxes based on
income, depreciation expense, interest expense, amortization expense, other
non-cash items reducing net income (and increasing EBITDA) minus (ii) any cash
expenditure during such period to the extent such cash expenditures did not
reduce net income for such period and were applied against reserves that
constituted non-cash items which reduced net income during prior periods all as
determined on a combined basis for the Hospitality and Timeshare Segments, in
each case in a manner consistent with such number as reported in Cendant’s
consolidated financial statements filed by Cendant with the Securities and
Exchange Commission under Form 10-K for the most recent fiscal year preceding
such 10-K filing, and under Form 10-Q for the period from the beginning of the
most recent fiscal year through the end of the fiscal quarter preceding such
10-Q filing.

 

“Required
Cap Rate” means,
for any Accrual Period the Weighted Average Series 2002-1 Loans Rate less
7.50%.

 

“Required
Class Agents” has the
meaning assigned to that term in the Note Purchase Agreement.

 

“Reserve
Account” means
the account established pursuant to Section 6.06 of this
Supplement.

 







15












 

“Reserve
Account Excess” has the
meaning specified in Section 6.06 of this Supplement.

 

“Reserve
Required Amount” as of
the Closing Date means $8,403,837.12 and (i) thereafter so long as no
Amortization Event has occurred, means as of each Payment Date an amount equal
to the greater of (x) 2.0% of the Series 2002-1 Aggregate Loan Balance as
of the end of the prior Due Period or (y) the Estimated Fees, plus, in
either case $150,000 related to any indemnification of the Trustee pursuant to
Section 11.5 of the Agreement and (ii) from and after the first Payment
Date following an Amortization Event, the Reserve Required Amount shall be
$0.

 

“Seller
of Series 2002-1 Loans” means a
Seller which has sold a Loan to the Depositor and such Loan is a Series 2002-1
Pledged Loan.

 

“Series
2002-1 Account” means
either of the Collection Account or the Reserve Account and “Series
2002-1 Accounts” mean
both of such accounts.

 

“Series
2002-1 Adjusted Loan Balance” means
the Series 2002-1 Aggregate Loan Balance minus the sum of (i) the Loan Balances
of any Series 2002-1 Pledged Loans which are Defaulted Loans, (ii) the Loan
Balances of any Series 2002-1 Pledged Loans which are Delinquent Loans on the
last day of the immediately preceding Due Period and (iii) the Loan
Balances of any Series 2002-1 Pledged Loans which are Defective
Loans.

 

“Series
2002-1 Aggregate Loan Balance” means,
as of any time, the sum of the Loan Balances for the Series 2002-1 Pledged
Loans.

 

“Series
2002-1 Collateral” has the
meaning specified in the Granting Clause of this Supplement.

 

“Series
2002-1 Collections” means
Collections, as defined in the Agreement, with respect to all Series 2002-1
Pledged Loans.

 

“Series
2002-1 Documents” means
the Series 2002-1 Notes, this Supplement, the Note Purchase Agreement and the
Fee Letters.

 

“Series
2002-1 Interest Collections” means
Collections on the Series 2002-1 Pledged Loans which are allocable to interest
on such Loans in accordance with the terms thereof.

 

“Series
2002-1 Loan Pool” means
all Loans identified in the Series 2002-1 Loan Schedule.

 

“Series
2002-1 Loan Schedule” means a
Loan Schedule, as defined in the Agreement, containing information about the
Series 2002-1 Pledged Loans, which Loan Schedule is as delivered by the Issuer
to the Collateral Agent as of the Closing Date and as amended each month by
delivery of an amendment describing the Series 2002-1 Pledged Loans added and
released.

 







16












 

“Series
2002-1 Notes” has the
meaning specified in Section 1.01 of this Supplement.

 

“Series
2002-1 Pledged Assets” with
respect to each Series 2002-1 Pledged Loan, means the related “Pool Assets” as
defined in the Pool Purchase Agreement.

 

“Series
2002-1 Pledged Loans” means
the Initial Series 2002-1 Pledged Loans and any Additional 2002-1 Pledged Loans,
but excluding any Released Series 2002-1 Pledged Loans.

 

“Series
2002-1 Pool Purchase Supplement” means
the Series 2002-1 Supplement to the Pool Purchase Agreement which supplement is
dated as of August 29, 2002 and is by and between the Depositor and the Issuer
and provides for the transfer of the Series 2002-1 Pledged Loans from the
Depositor to the Issuer.

 

“Series
2002-1 Purchase Supplements” means
each supplement to a Purchase Agreement pursuant to which Series 2002-1 Pledged
Loans are transferred from the respective Seller to the Depositor.

 

“Settlement
Statement” means
the information furnished by the Master Servicer to the Trustee for distribution
to the Noteholders pursuant to Section 8.01 of this Supplement.

 

“State” means
any one of the 50 states of the United States plus the District of
Columbia.

 

“State
Concentration Excess Amount” means
at any time the sum of (i) with respect to each State other than California, the
Loan Balances of all Series 2002-1 Pledged Loans of Obligors with mailing
addresses located in such State which exceed twenty percent (20%) of the Series
2002-1 Adjusted Loan Balance plus (ii) with respect to California, the Loan
Balances of all Series 2002-1 Pledged Loans of Obligors with mailing addresses
located in California which exceed thirty percent (30%) of the Series 2002-1
Adjusted Loan Balance. 

 

“Substitution
Adjustment Amount” has the
meaning specified in the Series 2002-1 Pool Purchase Supplement.

 

“Supplement” means
this Series 2002-1 Supplement as amended from time to time.

 

“Supplemental
Grant” means,
with respect to any Additional 2002-1 Pledged Loans Granted as provided in
Section 3.5 of the Agreement, a Supplemental Grant substantially in the form of
Exhibit A hereto which shall be accompanied by an amendment which amends
the Series 2002-1 Loan Schedule listing such Loans and which shall be deemed to
be incorporated into and made a part of this Supplement.

 

“Three
Month Rolling Average Delinquency Ratio” means
(i) for the Payment Date occurring in December 2005, the Delinquency Ratio for
November 2005, (ii) for the Payment Date occurring in January 2006, the sum of
the Delinquency Ratio for November 2005 and for December 2005 divided by two and
(iii) for any Payment Date on or after the Payment 

 







17












 

Date in
February 2006, the sum of the Delinquency Ratio for each of the three
immediately preceding Due Periods divided by three.

 

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

 

“Transition
Period Excess Amount” means,
at any time, the amount by which the sum of the Loan Balances for all Series
2002-1 Loans which are Acquired Portfolio Loans (including, for such purposes,
Loans acquired from Kona) and for which the Transition Period has extended
beyond 120 days and the Transition Period has not been completed exceeds
ten percent (10%) of the Series 2002-1 Adjusted Loan Balance.

 

“Trendwest
California Loan” means a
Series 2002-1 Pledged Loan which was originated by Trendwest and relates to
Vacation Credits sold in California.

 

“Trendwest
Loans” means
Series 2002-1 Pledged Loans which were sold to the Depositor under the terms of
the Master Loan Purchase Agreement dated as of August 29, 2002 and amended and
restated as of November 14, 2005 between Trendwest and the Depositor and the
Series 2002-1 Purchase Supplement thereto and transferred to the Issuer under
the terms of the Pool Purchase Agreement.

 

“Trendwest
Supplemental Agreement” means
that Supplemental Agreement dated as of January 16, 2004 among Trendwest, the
Depositor and the Issuer, which agreement has been assigned by the Issuer to the
Trustee under this Supplement and which Trendwest Supplemental Agreement is
included as part of the Series 2002-1 Collateral.

 

“Trendwest
Timeshare Upgrade” shall
mean a Loan which was sold to the Depositor by Trendwest and with respect to
which the Obligor purchases a Timeshare Upgrade.

 

“Trustee” means
Wachovia Bank, National Association, or its successor in interest, or any
successor trustee appointed as provided in the Agreement.

 

“Unused
Fees” means
with respect to any Class, the unused fee described in the Fee Letter for that
Class.

 

“Weighted
Average Series 2002-1 Loans Rate” means
as of the last day of any Due Period, the weighted average of the Contract Rates
for all Series 2002-1 Pledged Loans as of such date.

 

“WorldMark” means
WorldMark, The Club, a California non-profit mutual benefit corporation, and its
successors in interest.

 







18












 


Section
2.02.   Other
Definitional Provisions.


 


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


 


(b)  
As
used herein and in any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms not defined in Section 2.01 or in the
Agreement and accounting terms partly defined in Section 2.01 or in the
Agreement, to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the
definitions of accounting terms herein are inconsistent with the meanings of
such terms under generally accepted accounting principles, the definitions
contained herein shall control.


 


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


 

ARTICLE
III

SERVICING
COMPENSATION

 


Section
3.01.   Servicing
Compensation. As
compensation for its servicing activities with respect to the Series 2002-1
Pledged Loans, the Master Servicer shall be entitled to receive the Monthly
Master Servicer Fee which shall be paid to the Master Servicer pursuant to
Section 6.01 of this Supplement. 


 

ARTICLE
IV

THE
SERIES 2002-1 NOTES

 


Section
4.01.   Forms
Generally. The
Series 2002-1 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 as Exhibit B to this Supplement, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by the Agreement and this Supplement, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may, consistently herewith, be determined by the
Authorized Officers of the Issuer executing such Series 2002-1 Notes as
evidenced by their execution of such Series 2002-1 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 Series 2002-1
Note.


 

Each Note
shall have a grid attached to it on which there shall be recorded the initial
Notes Principal Amount, each Notes Increase for that Note and all principal
payments made on that Note; provided, that
such amounts may instead be recorded in the Purchaser’s or 

 







19












Class
Agent’s records and the failure to make such recordings shall not affect the
obligations of the Issuer hereunder or under such Note.

 

One Note
shall be issued for each Class and be registered in the name of the Class Agent
for that Class as set forth in Exhibit C to this Supplement.

 


Section
4.02.   Authorized
Amount; Conditions to Initial Issuance.
(a) The
Initial Notes Principal Amount as of August 30, 2002 was $232,506,160.43. The
Notes Principal Amount may be increased from time to time as provided in Section
4.07 of this Supplement; provided, however, that the aggregate Notes Principal
Amount shall at no time exceed the then effective Facility Limit and the Notes
Principal Amount of the Note held by any single Class shall not exceed the then
effective Class Facility Limit for such Class.


 


(b)  
The
following shall be conditions to the issuance of the Series 2002-1
Notes:


 


(i)  
There
shall have been delivered to the Trustee a Performance Guaranty under which the
Performance Guarantor will guarantee to the Depositor, the Issuer, the Trustee
and the Collateral Agent on behalf of all holders of Notes issued under the
Agreement, the full and punctual payment and performance of all covenants,
agreements, terms, conditions and other obligations to be performed and observed
by each of CTRG-CF, as Seller and Master Servicer and Trendwest under and
pursuant to the Agreement and this Series Supplement and all amounts related to
the enforcement of the Performance Guaranty; 


 


(ii)  
The
Issuer shall enter into and Grant to the Trustee the Hedge Agreement with terms
described in Section 6.07;


 


(iii)  
The
premium due for the Hedge Agreement as of the Closing Date shall have been paid
as of the Closing Date;


 


(iv)  
On
or immediately prior to the Closing Date the Custodian has possession of each
original Series 2002-1 Pledged Loan and the related Loan File and has
acknowledged to the Trustee and the Deal Agent such receipt and its undertaking
to hold each such original Series 2002-1 Pledged Loan and the related Loan File
for purposes of perfection of the Collateral Agent’s interests in such original
Series 2002-1 Pledged Loans and the related Loan File; provided that the fact
that any document not required to be in its respective Loan File pursuant to the
applicable Purchase Agreement is not in the possession of the Custodian in its
respective Loan File does not constitute a failure to satisfy this
condition;


 


(v)  
The
Issuer shall have delivered the Series 2002-1 Loan Schedule to the Collateral
Agent and each of the Initial Series 2002-1 Pledged Loans listed on such Loan
Schedule shall be Loans sold by a Seller to the Depositor under a Purchase
Agreement and Series 2002-1 Purchase Supplement; 


 







20













 

(vi)  
On
the Closing Date, the Initial Notes Principal Balance shall not exceed the
Borrowing Base which shall for this purpose be calculated by the Master Servicer
as of the Initial Cut-Off Date; and


 


(vii)  
Any
additional conditions set forth in Section 3.3 of the Note Purchase Agreement
shall have been satisfied.


 


Section
4.03.   Principal,
Interest and NPA Costs.
(a) Principal. The
Notes shall have a Maturity Date of December 15, 2008.


 

Each Note
shall be subject to prepayment in whole or in part as required or permitted by
the terms of this Supplement.

 


(b)  
Interest.
Interest on each Note shall be due and payable on each Payment Date in the
amount of the Notes Interest calculated for that Note for that Payment Date. On
the Determination Date prior to each Payment Date, the Deal Agent shall provide
written notice to the Issuer, the Master Servicer and the Trustee of the
aggregate amount of Notes Interest to be paid on such Payment Date on all Notes
and the components used in calculating the Notes Interest including the amount
of Carrying Costs, Program Fees and Unused Fees for each Class for such Payment
Date.


 


(c)  
NPA
Costs. NPA
Costs shall be due and payable to each Class Agent on each Payment Date. On the
Determination Date prior to each Payment Date, the Deal Agent shall provide
written notice to Issuer, the Master Servicer and the Trustee of the aggregate
amount of NPA Costs due on such Payment Date and the amount due to each
Class.


 


Section
4.04.   Nonrecourse
to the Issuer. The
Series 2002-1 Notes are limited obligations of the Issuer payable only from and
to the extent of the Series 2002-1 Collateral. The Holders of the Notes shall
have recourse to the Issuer only to the extent of the Series 2002-1 Collateral,
and to the extent such Series 2002-1 Collateral is not sufficient to pay the
Series 2002-1 Notes and the Notes Interest thereon in full and all other
obligations of the Issuer under this Series 2002-1 Supplement and the other
Series 2002-1 Documents, the Holders of the Series 2002-1 Notes and holders of
other obligations payable from the Series 2002-1 Collateral shall have no rights
in any other assets which the Issuer may have including, but not limited to any
assets of the Issuer which may be Granted to secure other obligations. To the
extent any Noteholder is deemed to have any interest in any assets of the Issuer
which assets have been Granted to secure other obligations such Noteholder
agrees that its interest in those assets is subordinated to claims or rights of
such other debtholders with respect to those assets. Further such Noteholders
agree that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code.


 


Section
4.05.   Dating
of the Notes. The
Series 2002-1 Notes shall be executed and authenticated as provided in the
Agreement.


 

Each
Series 2002-1 Note authenticated and delivered by the Trustee or the
Authentication Agent to or upon Issuer Order on the Closing Date shall be dated
as of the Closing Date. All other Series 2002-1 Notes that are authenticated
after the Closing Date for any other purpose under this Agreement shall be dated
the date of their authentication.

 







21












 

Notes
issued upon transfer, exchange or replacement of other Series 2002-1 Notes shall
represent the outstanding principal amount of the Notes so transferred,
exchanged or replaced. If any Series 2002-1 Note is divided into more than one
Series 2002-1 Note in accordance with this Article IV the aggregate principal
amount of the Series 2002-1 Notes delivered in exchange shall, in the aggregate
be equal to the principal amount of the divided Series 2002-1 Note.

 


Section
4.06.   Payments
on the Series 2002-1 Notes; Payment of NPA Costs.


 


(a)  
The
Notes Interest calculated for each Payment Date will be due and payable on that
Payment Date. 


 


(b)  
To
the extent of Available Funds distributed as provided in provision SIXTH of
Section 6.01, principal of the Series 2002-1 Notes will be subject to mandatory
prepayment on each Payment Date in the amount of the Monthly Principal. Series
2002-1 Notes will also be subject to prepayment on the date designated under the
terms of Section 4.10. All payments of principal on the Notes shall be made pro
rata based on the outstanding principal amount of the Notes, except with respect
to any Notes which are subject to a Liquidity Reduction Amortization Period. All
outstanding principal of the Notes (unless sooner paid) will be due and payable
on the Maturity Date.


 


(c)  
As
a condition to the payment of principal of and interest on any Series 2002-1
Note without the imposition of U. S. withholding tax, the Issuer shall require
certification acceptable to the Trustee to enable the Issuer, the Trustee or any
Paying Agent to determine their duties and liabilities with respect to any taxes
or other charges that they may be required to deduct or withhold from payments
in respect of such Note under any present or future law or regulation of the
United States or any present or future law or regulation of any political
subdivision thereof or taxing authority therein or to comply with any reporting
or other requirement under any such law or regulation.


 


(d)  
Payments
in respect of interest on and principal of and any other amount payable on or in
respect of any Notes including NPA Costs shall be made on each Payment Date
(i) by wire transfer in immediately available funds sent by the Trustee on
or prior to 11:00 a.m. New York City time on the Payment Date with respect to
any Note to a United States dollar account specified for such Note in the Note
Register and in accordance with wire transfer instructions received by the
Trustee on or before the Record Date applicable to such Payment Date or, with
respect to the first Payment Date, specified on the Closing Date or, (ii) if no
wire transfer instructions are received by a Paying Agent, by a U. S. dollar
check drawn on a United States bank and delivered by first-class mail, postage
prepaid to each Holder at the address shown in the Note
Register.


 


Section
4.07.   Increases
in Notes Principal Amount. The
Noteholders agree, by acceptance of the Notes that the Issuer may from time to
time by irrevocable written notice substantially in the form attached to the
Note Purchase Agreement given to the Deal Agent, the Trustee and the Master
Servicer and subject to the terms and conditions of this Section 4.07, request
that the Series 2002-1 Noteholders fund an increase in the outstanding principal
balance of the Series 2002-1 Notes in the aggregate amount specified in the
notice and on the date 

 







22












 

specified
in the notice. If the terms and conditions to the Note Increase set forth in
this Section 4.07 and in the Note Purchase Agreement are satisfied or waived,
then the Noteholders shall fund an increase by payment, in same day funds, to
the Issuer of the amount of such increase in accordance with the payment
instructions specified in the Notice of Increase. In addition to conditions set
forth in the Note Purchase Agreement, the following shall be conditions to each
Note Increase:


 


(a)  
The
Issuer and the Master Servicer shall have complied in all material respects with
all of their respective covenants and agreements contained in the Agreement,
this Supplement and the Note Purchase Agreement.


 


(b)  
No
Amortization Event, Event of Default, Potential Amortization Event or Potential
Event of Default shall have occurred and be continuing.


 


(c)  
At
least two (2) Business Days preceding the proposed Note Increase Date, the
Issuer shall have delivered to the Deal Agent, the Master Servicer and the
Trustee an electronic copy of a “Notice of Increase” in substantially the form
of Exhibit D to the Note Purchase Agreement.


 


(d)  
After
giving effect to the funding on such proposed Note Increase Date, the Notes
Principal Amount will not exceed the Borrowing Base.


 


(e)  
After
giving effect to the funding on such proposed Note Increase Date, the Notes
Principal Amount will not exceed the Facility Limit and with respect to each
Note, the outstanding principal amount of that Note shall not exceed the Class
Facility Limit for the related Class.


 


(f)  
After
giving effect to the funding on such proposed Note Increase Date and the deposit
of Available Funds, the amount in the Reserve Account will be equal to the
Reserve Required Amount.


 


(g)  
The
Hedge Agreement shall have been adjusted, if required, so that the notional
amount is equal to 90% of the Notes Principal Amount after giving effect to such
Notes Increase and the amortization schedule on the Hedge Agreement has been
adjusted in accordance with a schedule prepared by the Master Servicer and by
the Deal Agent.


 


Section
4.08.   Reduction
of the Facility Limit. In
accordance with the Note Purchase Agreement, the Issuer may, upon at least five
Business Days’ written notice to the Deal Agent reduce, in part, the Facility
Limit to (but not below) the Notes Principal Amount. Any such reduction in the
Facility Limit shall be made pro rata to each of the Classes and in the
aggregate for a reduction of not less than $20 million and in increments of $1
million in excess thereof.


 


Section
4.09.   Increase
of the Facility Limit.
(a) So long
as no Amortization Event shall have occurred and be continuing, the Issuer may,
on any Business Day, by written notice to the Deal Agent request an increase in
the Facility Limit. The written notice to the Deal Agent shall
specify:


 







23













 

(i)  
the
amount of the requested increase in the Facility Limit; and


 


(ii)  
the
date on which such increase is proposed to occur.


 


(b)  
Any
increase in the Facility Limit shall occur only if approved by each of the
Conduits and Alternate Investors as provided in the Note Purchase Agreement and
shall be evidenced by a notice from the Issuer and the Deal Agent delivered to
the Trustee which shall state the increased Facility Limit and the date on which
such increase shall be effective.


 


Section
4.10.   Repayment
Obligation.
(a) The
Issuer may prepay the Notes on any day, in whole or in part, on ten (10) days’
prior written notice to the Deal Agent (or such lesser notice period as shall be
acceptable to the Deal Agent) (such notice, a “Prepayment Notice”), provided
that (i) the aggregate principal amount prepaid is at least $10,000,000
(unless a lesser amount is agreed to by the Deal Agent) and (ii) the Issuer pays
to the Trustee, for distribution to the Noteholders, on the date of prepayment,
principal plus interest accrued and to accrue on the principal amount of Notes
prepaid through any then applicable Funding Period.


 


(b)  
The
applicable Prepayment Notice shall state (i) the principal amount of the Notes
to be paid and (ii) the principal amount of the Series 2002-1 Pledged Loans to
be released under Section 7.04 at the time of the prepayment of the Notes, not
to exceed the amount by which the Borrowing Base exceeds the Note Principal
Amount calculated immediately after the prepayment of the Notes. Reference is
made to Sections 6.05 and 7.04 for the conditions to and procedure for the
release of the Series 2002-1 Pledged Loans and the related Series 2002-1 Pledged
Assets in connection with any such prepayment.


 


(c)  
Upon
prepayment of the Notes in accordance with subsection (a), the Issuer shall
terminate the existing Hedge Agreement and, if any Series 2002-1 Notes remain
outstanding, replace it with a new Hedge Agreement in a notional amount equal to
90% of the Series 2002-1 Notes Principal Amount after the prepayment of the
Notes. Any amounts received by the Issuer upon the termination, to the extent
not used to acquire a new Hedge Agreement, shall be deposited into the
Collection Account. Such new Hedge Agreement shall have all of the terms
described in Section 6.07.


 


Section
4.11.   Transfer
Restrictions.



 


(a)  
The
Series 2002-1 Notes have not been registered under the Securities Act or any
state securities law. Neither the Issuer nor the Trustee nor any other Person is
obligated to register the Series 2002-1 Notes under the Securities Act or any
other securities or “Blue Sky” laws or to take any other action not otherwise
required under the Agreement or this Supplement to permit the transfer of the
Series 2002-1 Notes without registration.


 


(b)  
No
transfer of the Series 2002-1 Notes 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 4.11 (including the
applicable legend to be set forth on the face of the Series 2002-1 Notes as
provided in Exhibit B), in a transaction exempt from the registration
requirements of the Securities Act and applicable state securities or “Blue Sky”
laws (i) to a person who the transferor reasonably believes is a “qualified
institutional 

 







24












 

buyer”
within the meaning thereof in Rule 144A (a “QIB”) and (B) that is aware that the
resale or other transfer is being made in reliance on Rule
144A.


 

In
addition, no transfer of the Series 2002-1 Notes or any interest therein
(including without limitation by pledge or hypothecation) may be made in any
manner that would result in the outstanding securities (other than short-term
paper) being beneficially owned by more than 100 persons. For the purpose of
monitoring compliance with the foregoing restrictions and determining whether
after such transfer or resale the outstanding securities (other than short-term
paper) of the Issuer would be beneficially owned by more than 100 persons
calculated in accordance with Section 3(c)(1) of the Investment Company Act, the
following provisions shall apply:

 

(1) As stated
in Section 4.01, one Note and only one Note shall be issued for each Class and
such Note shall be registered in the name of the Class Agent for that
Class.

 

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

 

(3) With
respect to each Class and the Note issued for that Class, the Class Agent shall
deliver to the Issuer and the Trustee a Noteholder’s Letter in the form attached
hereto as Exhibit G together with the supporting certificates from each member
of the Class, also as included in Exhibit G.

 

(4) No Note
or any interest therein may be transferred (including without limitation by
pledge or hypothecation) unless the entire Note is transferred to a Class and as
a condition to the transfer of the Note to such Class the Class Agent for the
transferee Class delivers a Noteholder’s Letter to the Issuer and the Trustee;
provided, however, that such provision shall not restrict the ability of any
Conduit (as defined in the Note Purchase Agreement), under the terms of its
Liquidity Agreement or the Note Purchase Agreement, to sell or grant to one or
more Liquidity Providers party to the Liquidity Agreement or one or more
Alternate Investors party to the Note Purchase Agreement, participating
interests or security interests in the Series 2002-1 Notes provided that each
Liquidity Provider or Alternate Investor is a member of the Class of which the
Conduit is a member and has been included as a member covered in a Noteholders
Letter delivered to the Trustee and Issuer.

 

(5) Each
Class, as evidenced by the Noteholder’s Letter, shall include not more than four
persons within the meaning of Section 3(c)(1) of the Investment Company Act
unless the Issuer delivers an express written consent to a larger number of
persons.

 

(6) The
Issuer may from time to time request that, with respect to any Class or to all
Classes, the respective Class Agent or Class Agents deliver to the Issuer either
a new Noteholders Letter or a written statement that the information in the
Noteholder’s Letter most recently delivered to the Issuer has not
changed.

 







25













 

(c)  
Each
Holder of a Series 2002-1 Note, by its acceptance thereof, will be deemed to
have acknowledged, represented to and agreed with the Issuer and, in the case of
any transferee of a Purchaser, such Purchaser as follows:


 


(i)  
It
understands that the Series 2002-1 Notes may be offered and may be resold by a
Noteholder of a Series 2002-1 Note only to QIBs pursuant to
Rule 144A.


 


(ii)  
It
understands that the Series 2002-1 Notes have not been and will not be
registered under the Securities Act or any state or other applicable securities
law and that the Series 2002-1 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 other
applicable securities law.


 


(iii)  
It
acknowledges that none of the Issuer or any Purchaser or any person representing
the Issuer or a Purchaser has made any representation to it with respect to the
Issuer or the offering or sale of any Series 2002-1 Notes. It has had access to
such financial and other information concerning the Issuer, the Series 2002-1
Notes and the source of payment for the Series 2002-1 Notes as it has deemed
necessary in connection with its decision to purchase the Series 2002-1
Notes.


 


(iv)  
It
is purchasing the Series 2002-1 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 Series 2002-1 Notes, or any
interest or participation therein, as described herein, in the Agreement and in
the Note Purchase Agreement.


 


(v)  
It
acknowledges that the Issuer, the Purchaser and others will rely on the truth
and accuracy of the foregoing acknowledgments, representations and agreements,
and agrees that if any of the foregoing acknowledgments, representations and
agreements deemed to have been made by it are no longer accurate, it shall
promptly notify the Issuer.


 


(vi)  
It
is not and is not acquiring the Series 2002-1 Notes by or on behalf of, or with
“plan assets” of, (i) an employee benefit plan (as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
whether or not subject to Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
“Code”); (iii) (an entity whose underlying assets include “plan assets” by
reason of a Plan’s investment in the Purchaser; or (iv) a person who is
otherwise a “benefit plan investor,” as defined in U.S. Department of Labor
(“DOL”) Regulation Section 2510.3-101 (a “Benefit Plan Investor”), including any
insurance company general account or a governmental or foreign plan that is
generally not subject to ERISA or Section 4975(e) of the
Code.


 







26













 

(vii)  
With
respect to any foreign purchaser claiming an exemption from United States income
or withholding tax, that it has delivered to the Trustee a true and complete
Form W-8 BEN, Form 1001 or Form 4224, indicating such exemption or any other
forms and documentation as may be sufficient under the applicable regulations
for claiming such exemption.


 


(viii)  
It
understands that the Issuer is not registered as an investment company under the
Investment Company Act, but that the Issuer has an exception from registration
as such by virtue of Section 3(c)(1) of the Investment Company Act, which in
general excludes from the definition of an investment company any issuer whose
outstanding securities (other than short-term paper) are beneficially owned by
not more that 100 persons and which has not made and does not propose to make a
public offering of its securities.


 


(ix)  
It
is acquiring the Note or an interest in a Note as a member of a Class and such
Class is not permitted to be composed of more than four persons within the
meaning of Section 3(c)(1) of the Investment Company Act unless the Issuer has
given its express written consent to a larger number of
persons


 

Except as
provided in subsection (d) below, any transfer, resale, pledge or other transfer
of the Series 2002-1 Notes contrary to the restrictions set forth above and in
the Agreement shall be deemed void ab initio by the Trustee.

 


(d)  
Notwithstanding
anything to the contrary herein, each Conduit (as defined in the Note Purchase
Agreement), under the terms of its Liquidity Agreement or the Note Purchase
Agreement, may at any time sell or grant to one or more Liquidity Providers
party to the Liquidity Agreement or one or more Alternative Investors party to
the Note Purchase Agreement, participating interests or security interests in
the Series 2002-1 Notes provided that each Liquidity Provider or Alternate
Investor shall, by any such purchase be deemed to have acknowledged and agreed
to the provisions of subsection 4.11(c) hereof.


 


Section
4.12.   Tax
Treatment. The
Issuer has structured the Agreement and this Supplement 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 beneficial interest therein) as indebtedness for
purposes of federal, state and local income or franchise taxes or any other tax
imposed on or measured by income.


 

ARTICLE
V

REPRESENTATIONS
AND WARRANTIES OF THE ISSUER;

ASSIGNMENT
OF REPRESENTATIONS AND WARRANTIES

 


Section
5.01.   Representations
and Warranties of the Issuer. The
Issuer hereby represents and warrants to the Trustee, the Collateral Agent and
the Series 2002-1 Noteholders on the date of execution of this Series
Supplement, on the Initial Closing Date and any date of an increase in the
Facility Limit or a Notes Increase Date as follows:


 


(a)  
Perfection
of Security Interests in Series 2002-1 Collateral.


 







27













 

(i)  
Payment
of principal and interest on the Series 2002-1 Notes and the prompt observance
and performance by the Issuer of all of the terms and provisions of this
Supplement are secured by the Series 2002-1 Collateral. Upon the issuance of the
Series 2002-1 Notes and at all times thereafter so long as any Series 2002-1
Notes are outstanding, this Supplement creates a security interest (as defined
in the applicable UCC) in the Series 2002-1 Collateral in favor of the
Collateral Agent for the benefit of the Trustee and the Series 2002-1
Noteholders to secure amounts payable under the Series 2002-1 Notes and the
Series 2002-1 Documents, 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


 


(ii)  
The
Series 2002-1 Collateral constitutes either “accounts,” “chattel paper,”
“instruments” or “general intangibles” within the meaning of the applicable
UCC.


 


(b)  
Eligible
Loans. Each
Series 2002-1 Pledged Loan, on the date on which it becomes a Series 2002-1
Pledged Loan, is an Eligible Loan and is a Loan sold by a Seller to the
Depositor under a Purchase Agreement and Series 2002-1 Purchase
Supplement.


 


(c)  
Servicer
Default. No
Servicer Default has occurred and is continuing.


 


(d)  
Events
of Default; Amortization Events. No
Event of Default has occurred and is continuing, no Amortization Event has
occurred and is continuing, no Potential Event of Default has occurred and is
continuing and no Potential Amortization Event has occurred and is
continuing.


 


Section
5.02.   Assignment
of Representations and Warranties. The
Issuer hereby assigns to the Trustee its rights relating to the Series 2002-1
Pledged Loans under the Pool 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.


 


Section
5.03.   Addition
of New Sellers. Loans
sold to the Depositor by a New Seller and sold by the Depositor to the Issuer
may be Granted as Series 2002-1 Pledged Loans under the terms of Section 7.01
provided that the following conditions have been met:


 


(i)  
The
New Seller has entered into a Purchase Agreement with the Depositor
substantially in the form attached hereto as Exhibit F-1 but with such revisions
as shall be necessary to accommodate the type of Loans and related assets of the
New Seller;


 


(ii)  
The
New Seller has entered into a Series 2002-1 Purchase Supplement substantially in
the form attached hereto as Exhibit F-2 but with such revisions as shall be
necessary to accommodate the type of Loans and related assets of the New
Seller;


 


(iii)  
The
Guaranty Agreement has been amended to included the New Seller as a party whose
performance is guarantied or the Performance Guarantor shall 

 







28












 

have
provided a new guaranty agreement under which the Performance Guarantor
guaranties the performance of the New Seller;


 


(iv)  
One
or more of the Custodial Agreements shall have been amended to provide that the
New Seller may deliver Loan Files to the Custodian to be held for the benefit of
the Collateral Agent;


 


(v)  
The
New Seller shall have provided a Lockbox Agreement which provides for the
receipt of Collections on the Series 2002-1 Pledged Loans sold by such Seller
and the delivery of such Collections to the Collateral Agent;


 


(vi)  
The
New Seller shall have provided to counsel for the Deal Agent copies of search
reports certified by parties acceptable to counsel for the Deal Agent dated a
date reasonably prior to the date on which the entity becomes a New Seller
(A) listing all effective financing statements which name the New Seller
(under its present name and any previous names) as debtor or seller and which
are filed with respect to the New Seller in each relevant jurisdiction, together
with copies of such financing statements (none of which shall cover any portion
of the Series 2002-1 Pledged Loans sold by such New Seller to the Depositor
except as contemplated by the Facility Documents);


 


(vii)  
Copies of
proper UCC financing statement amendments (Form UCC3), if any, necessary to
terminate all security interests and other rights of any Person previously
granted by the New Seller in the Loans of the New Seller to the extent such
Loans are to become Series 2002-1 Pledged Loans and the related Pledged
Assets;


 


(viii)  
An
Opinion of Counsel with respect to true sale and federal bankruptcy matters
similar in substance to the opinions delivered to the Trustee on the Closing
Date shall have been delivered to the Trustee, the Class Agents, the Purchasers
with respect to sales of the Loans by the New Seller to the
Depositor;


 


(ix)  
The
Issuer shall have delivered to the Trustee and the Collateral Agent and the Deal
Agent copies of UCC financing statements with respect to the sale of the Loans
from the New Seller to the Depositor, from the Depositor to the Issuer and the
Grant to the Collateral Agent together with Opinions of Counsel to the effect
that such transfer or security interests have been perfected and are of a first
priority;


 


(x)  
Each of
the items described in provisions (i) through (ix) above shall have been
reviewed by counsel to the Deal Agent and such counsel shall have notified the
Deal Agent that such items are in the reasonable opinion of such counsel
acceptable in form and substance to permit the addition of Loans of the New
Seller; and


 


(xi)  
The
Deal Agent has delivered to the Issuer its written consent to the addition of
the New Seller and the inclusion of Loans sold by such New Seller as Series
2002-1 Pledged Loans.


 







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ARTICLE
VI

PAYMENTS,
SECURITY AND ALLOCATIONS

 


Section
6.01.   Priority
of Payments.


 

The
Master Servicer shall apply, or by written instruction to the Trustee shall
cause the Trustee to apply on each Payment Date Available Funds for that Payment
Date on deposit in the Collection Account to make the following payments and in
the following order of priority:

 

FIRST, to
the Trustee in payment of the Monthly Trustee Fees and in reimbursement of the
reasonable expenses of the Trustee under each of the Facility Documents to which
the Trustee is a party, provided that such expenses relate to Series 2002-1; in
the event of a Servicer Default and the replacement of the Master Servicer with
the Trustee or a Successor Master Servicer, the actual costs and expenses of
replacing the Master Servicer shall be permitted expenses of the Trustee;
provided that such costs and expenses relate to Series 2002-1;

 

SECOND,
if the Master Servicer is not Cendant Timeshare Resort Group--Consumer Finance,
Inc. or an affiliate of Cendant, to the Master Servicer, in payment of the
Monthly Master Servicer Fee and, whether or not Cendant Timeshare Resort
Group--Consumer Finance, Inc. or another affiliate of Cendant is then the Master
Servicer, to the Master Servicer in reimbursement of any unreimbursed Master
Servicer Advances;

 

THIRD, to
the Hedge Provider under the Hedge Agreement, Net Hedge Payments;

 

FOURTH,
to each Noteholder, the Notes Interest for the current Payment Date and NPA
Costs payable to such Noteholder to the extent due and payable and not included
in the Monthly Interest and any Overdue Interest from prior periods (and
interest thereon);

 

FIFTH, if
the Master Servicer is Cendant Timeshare Resort Group--Consumer Finance, Inc. or
another affiliate of Cendant, to the Master Servicer, the Monthly Servicing
Fee;

 

SIXTH, to
the Noteholders, the Monthly Principal for such Payment Date, as described in
Section 6.02;

 

SEVENTH,
if the amount on deposit in the Reserve Account is less than the Required
Reserve Amount, to the Reserve Account, all remaining Available Funds until the
amount on deposit in the Reserve Account is equal to the Reserve Required
Amount;

 

EIGHTH,
during a Liquidity Reduction Amortization Period, with respect to each Note to
which a Liquidity Reduction Event has occurred the lesser of 

 







30












(i) the
aggregate outstanding principal amount of such Note and (ii) such Notes’
pro rata share of the remaining Available Funds; for such purposes the pro rata
share shall be determined on the basis of the outstanding principal amounts of
such Notes as of the dates their respective Liquidity Reduction Amortization
Period commenced and the sum of the Notes Principal Amount of all Notes then in
a Liquidity Reduction Amortization Period calculated as of the dates their
respective Liquidity Reduction Amortization Periods commenced; and

 

FINALLY,
to the Issuer, any remaining amounts free and clear of the lien of this
Supplement.

 


Section
6.02.   Determination
of Monthly Principal. The
amount of Available Funds required to be distributed for the payment of
principal on the Notes on any Payment Date is the “Monthly
Principal” for
that Payment Date and shall be calculated as follows:


 


(i)  
so
long as no Amortization Event has occurred and the Maturity Date has not
occurred, the Monthly Principal for any Payment Date shall be an amount equal to
the Principal Distribution Amount for that Payment Date;


 


(ii)  
on
the Maturity Date of the Series 2002-1 Notes, the Monthly Principal for such
Payment Date shall be the Notes Principal Amount; and


 


(iii)  
if
an Amortization Event has occurred or if the Liquidity Termination Date has
occurred, then for each Payment Date after the occurrence of such Amortization
Event or Liquidity Termination Date, the Monthly Principal shall be equal to the
entire amount of the remaining Available Funds after making provision for the
payments and distributions required under clauses FIRST through FIFTH in the
Priority of Payments.


 


Section
6.03.   Information
Provided to Trustee. The
Master 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 6.01.


 


Section
6.04.   Payments. On each
Payment Date, the Trustee, as Paying Agent, shall distribute to the Holders the
amounts due and payable under this Supplement and the Notes. Such payments shall
be made as provided in subsection 4.06(d) hereof.


 


Section
6.05.  Collection
Account.


 


(a)  
Collection
Account. The
Trustee, for the benefit of the Series 2002-1 Noteholders, shall establish and
maintain in the name of the Trustee, a segregated account designated as the
“Cendant Timeshare Conduit Receivables Funding, LLC Series 2002-1 Collection
Account” bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Noteholders pursuant to this
Supplement.


 


(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 Supplement and the information most recently delivered to


 







31












 

the
Trustee pursuant to Section 8.01; provided, however, that the Trustee shall be
authorized to accept and act upon instructions from the Master Servicer
regarding withdrawals or transfers of funds from the Collection Account, in all
events in accordance with the provisions of this Supplement and the information
most recently delivered pursuant to Section 8.01. In addition, notwithstanding
anything in the foregoing to the contrary, the Trustee shall be authorized to
accept instructions from the Master 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 POAs 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
Master Servicer shall provide the Trustee with notice of such withdrawal or
transfer, together with reasonable supporting details, on the next Servicer’s
Monthly Report to be delivered by the Master Servicer following the date of such
withdrawal or transfer (or in such earlier written notice as may be required by
the Trustee from the Master 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 Master Servicer shall transfer all Collections processed by the
Master 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 all amounts in respect of releases of Series 2002-1 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 this
Supplement.


 


(c)  
Administration
of the Collection Account. Funds
in the Collection Account shall, at the direction of the Issuer, at all times be
invested in Permitted Investments; provided, however, that all Permitted
Investments (i) shall be purchased at a price not exceeding the stated principal
amount thereof, (ii) shall pay the stated principal amount thereof at the stated
maturity of such investment and (iii) shall mature on or before the next Payment
Date, in order to ensure that funds on deposit therein will be available on such
Payment Date. The Trustee shall maintain or cause to be maintained possession of
the negotiable instruments or securities evidencing the Permitted Investments
from the time of purchase thereof until the time of sale or maturity. Subject to
the restrictions set forth in the first sentence of this paragraph, the Issuer
shall instruct the Trustee in writing regarding the investment of funds on
deposit in the Collection Account. All investment earnings on such funds shall
be deemed to be available to the Trustee for the uses specified in this
Supplement. The Trustee shall be fully protected in following the investment
instructions of the Issuer, 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 Issuer, 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 Agreement.


 


(d)  
Irrevocable
Deposit. Any
deposit made into the Collection Account hereunder shall, except as otherwise
provided herein, be irrevocable and the amount of such 

 







32












 

deposit
and any money, instrument, investment property or other property on deposit in
or credited to such 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.


 


(f)  
Prepayment. On any
date on which Notes are prepaid as provided in Section 4.10 and Series 2002-1
Pledged Loans are released as provided in Section 7.04, the Trustee shall, if so
directed by the Issuer and the Deal Agent, accept funds for deposit into the
Collection Account and deposit such funds into the Collection Account. Any such
amount deposited into the Collection Account on a prepayment date shall be used
first to make payment of the principal of and interest on the Notes being
prepaid on that date and any remaining amounts so deposited, shall be paid by
the Trustee as the Trustee is instructed in writing by the Deal Agent and the
Issuer.


 


Section
6.06.   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 Conduit Receivables Funding, LLC
Series 2002-l Reserve Account” bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Noteholders pursuant to
this Supplement. The Reserve Account shall be under the sole dominion and
control of the Trustee; however, if so directed by the Issuer, the Reserve
Account may be an account in the name of the Trustee opened at another financial
institution. If, at any time, the Reserve Account ceases to be an Eligible
Account, the Trustee (or the Master Servicer on its behalf) shall within ten
(10) Business Days (or such longer period, not to exceed thirty (30) calendar
days, as to which the Deal Agent may consent) establish a new Reserve Account as
an Eligible Account and shall transfer any property 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.


 

On the
Closing Date the Issuer shall deposit or shall cause to be deposited into the
Reserve Account the sum of $8,403,837.12 as the initial Reserve Required Amount
and thereafter on each Payment Date if the amount on deposit in the Reserve
Account is less than the Required Reserve Amount, a deposit shall be made to the
Reserve Account to the extent of funds available as provided in provision
SEVENTH of Section 6.01.

 


(b)  
Transfer
to Collection Account. On or
prior to each Payment Date, prior to the allocation of funds pursuant to Section
6.01 on such Payment Date, the Master Servicer shall direct the Trustee to
withdraw from the Reserve Account and deposit into the Collection Account to be
included as Available Funds such amount, if any, as shall be equal to the lesser
of (A) the amount of cash or other immediately available funds on deposit in the
Reserve Account on such Payment Date and (B) the amount, if any, by which (y)
the amounts required to be applied pursuant to Section 6.01 provisions FIRST
through SIXTH on such Payment Date and for any preceding Payment Date (to the
extent not previously paid) exceed (z) the Available Funds for that Payment
Date (calculated without regard to any amounts to be transferred from


 







33












 

the
Reserve Account). The Trustee shall withdraw such funds from the Reserve Account
and deposit them in the Collection Account as directed by the Master
Servicer.


 


(c)  
Release
of Reserve Account Excess. The
Trustee shall have the sole and exclusive right to withdraw or order a transfer
of funds from the Reserve Account, in all events in accordance with the terms
and provisions of this Section 6.06; provided,
that the
Trustee shall be authorized to transfer funds from the Reserve Account to the
Collection Account at the direction of the Master Servicer as provided in
subsection (b) above and at the direction of the Deal Agent pursuant to
subsection (d) below and to accept and act upon instructions from the Master
Servicer to release to the Issuer, free and clear of the lien of this
Supplement, on the first Business Day following each Payment Date and on the
Business Day following the date of any reduction in the Reserve Required Amount,
an amount of funds held in the Reserve Account equal to the excess (if any) on
such Business Day (the “Reserve
Account Excess”) of the
then outstanding balance of the Reserve Account over the Reserve Required Amount
in effect as of the opening of business on such Business Day (after giving
effect to all transactions and fund transfers required to take place hereunder
on the immediately preceding Payment Date). The Master Servicer, as a condition
of causing the release of funds from the Reserve Account, shall simultaneously
provide the Trustee and the Deal Agent with a certificate of a Servicing Officer
as to the existence and size of any Reserve Account Excess to which the Issuer
is entitled.


 


(d)  
Application
after Amortization Event.
Notwithstanding anything contained in the foregoing subsections to the contrary,
on the first Determination Date after the occurrence of an Amortization Event,
the Trustee, acting at the direction of the Deal Agent, shall withdraw all funds
on deposit in the Reserve Account and deposit such amounts into the Collection
Account to be used solely for the purposes set forth in and in accordance with
the Priority of Payments.


 


(e)  
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 the Series 2002-1 Documents 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 Supplement.


 


(f)  
Administration
of the Reserve Account. Funds
in the Reserve Account shall be invested in Permitted Investments as directed by
the Issuer; provided, however, that all Permitted Investments (i) shall be
purchased at a price not exceeding the stated principal amount thereof, (ii)
shall pay the stated principal amount thereof at the stated maturity of such
investment and (iii) shall mature on or before the next Payment Date. All such
Permitted Investments shall be held by the Trustee. Subject to the restrictions
set forth in the first sentence of this subsection (f), the Issuer shall
instruct the Trustee in writing regarding the investment of funds on deposit in
the Reserve Account. For purposes of determining the availability of balances in
Reserve Account for withdrawal pursuant to this Section 6.06, all investment
earnings on such funds shall be deemed to be available under this Supplement for
the uses specified in such section. The Trustee shall be fully protected in
following the investment instructions of the Issuer, 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 Issuer, the Trustee is
authorized 

 







34












 

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 Supplement.


 

(g)  
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
6.07.   Hedge
Agreement. The
Issuer shall at all times, so long as any Notes remain unpaid, provide a Hedge
Agreement with the terms described in this Section 6.07. When all Notes have
been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge
Agreement shall meet the following requirements:


 

(a)  
the
Hedge Agreement shall provide an interest rate cap for a notional amount equal
to 90% of the Notes Principal Amount and such notional amount shall amortize on
a monthly basis for a term equal to the actual amortization schedule of payments
on the Series 2002-1 Pledged Loans assuming a schedule of payments and
prepayments mutually determined by the Master Servicer, the Issuer and the Deal
Agent at such time (which schedule shall be based upon the historical
amortization experience of Loans owned or serviced by the Master Servicer and/or
its Affiliates);

 

(b)  
the
Issuer shall, as of each Payment Date, cause the notional amount of the Hedge
Agreement to be adjusted to reflect any increase or decrease in the Notes
Principal Amount as of such Payment Date so that the adjusted notional amount of
the Hedge Agreement shall on each Payment Date be an amount equal to 90% of the
Notes Principal Amount; the Issuer shall also, as of each Payment Date adjust
the Hedge Agreement to reflect the Required Cap Rate, the termination date and
the amortization schedule following the addition and release of Series 2002-1
Pledged Loans as of each Payment Date; any additional Premium due for the
adjustments to the interest rate cap shall be paid as a Net Hedge Payment under
Provision THIRD of Section 6.01;

 


(c)  
the
Hedge Agreement shall have a termination date equal to the final maturity date
of the latest maturing Series 2002-1 Pledged Loans; and


 


(d)  
the
Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee
for deposit into the Collection Account on each Payment Date if for the related
Accrual Period the LIBOR Rate was greater than the Required Cap
Rate.


 


(e)  
References
in this Section 6.07 or otherwise in this Supplement to a notional amount equal
to 90% of the Notes Principal Amount shall allow for rounding to the nearest
$1,000.


 


Section
6.08.   Replacement
of Hedge Provider. The
Issuer agrees that if any Hedge Provider ceases to be a Qualified Hedge
Provider, the Issuer shall have five (5) days (x) to cause such Hedge Provider
to assign its obligations under the related Hedge Agreement to a
new,

 







35












 

Qualified
Hedge Provider (or such Hedge Provider shall have five (5) days to again become
a Qualified Hedge Provider) or (y) to obtain a substitute Hedge Agreement,
together with the related Qualified Hedge Provider’s acknowledgment of the Grant
by the Issuer to the Trustee of such Hedge Agreement.


 

ARTICLE
VII

ADDITION,
RELEASE AND SUBSTITUTION OF LOANS

 


Section
7.01.   Addition
of Series 2002-1 Collateral.


 


(a)  
Transfer
of Additional Loans. Subject
to the limitations and conditions specified in this Section 7.01, the Issuer may
from time to time, transfer additional Eligible Loans and related Series 2002-1
Pledged Assets to the Collateral Agent for the benefit of the Trustee for the
benefit of the Series 2002-1 Noteholders and such Loans and related assets shall
be included as Series 2002-1 Collateral hereunder.


 


(b)  
The
transfer of Additional 2002-1 Pledged Loans and the related Series 2002-1
Pledged Assets shall be subject to the satisfaction of the following conditions:



 


(i)  
at
least two (2) Business Days preceding the proposed Addition Date, the Issuer
shall have delivered to the Deal Agent a schedule of the Additional 2002-1
Pledged Loans to be transferred on such Addition Date and each of the Additional
2002-1 Pledged Loans shall be a Loan sold by a Seller to the Depositor under a
Purchase Agreement and Series 2002-1 Purchase Supplement; Trendwest Timeshare
Upgrades sold to the Depositor by Trendwest immediately prior to the transfer to
the Issuer and Trendwest Loans sold to the Depositor on a prior date, which have
been sold by the Depositor to an Additional Issuer and which subsequently become
Trendwest Timeshare Upgrades and are then transferred by the Additional Issuer
to the Depositor are, in each case, Loans sold by a Seller to the Depositor
under a Purchase Agreement and Series 2002-1 Purchase
Supplement;


 


(ii)  
the
Issuer, the Master Servicer, the Trustee and the Collateral Agent shall execute
a Supplemental Grant in substantially the form of Exhibit A to this
Supplement and the Master Servicer shall have delivered a signed copy of such
Supplemental Grant to the Collateral Agent;


 


(iii)  
the
Liquidity Termination Date shall not have occurred and no Amortization Event,
Servicer Default, Event of Default, Potential Amortization Event, Potential
Servicer Default or Potential Event of Default shall have occurred and be
continuing or would occur as a result of the addition of such Additional 2002-1
Pledged Loans;


 


(iv)  
with the
exception of Documents in Transit Loans, on or immediately prior to the Addition
Date the Custodian has possession of each original Additional 2002-1 Pledged
Loan and the related Loan File and has acknowledged to the Trustee and the Deal
Agent such receipt and its undertaking to hold each such original Additional
2002-1 Pledged Loan and the related Loan File for purposes of perfection of


 







36












 

the
Collateral Agent’s interests in such original Additional 2002-1 Pledged Loans
and the related Loan File; provided that the fact that any document not required
to be in its respective Loan File pursuant to the applicable Purchase Agreement
is not in the possession of the Custodian in its respective Loan File does not
constitute a failure to satisfy this condition; 


 


(v)  
the
Issuer shall have taken any actions necessary or advisable to maintain the
Collateral Agent’s perfected security interest in the Series 2002-1 Collateral
(including in the Additional 2002-1 Pledged Loans) for the benefit of the
Trustee for the benefit of the Noteholders;


 


(vi)  
each
Additional 2002-1 Pledged Loan shall be an Eligible Loan;


 


(vii)  
if
any of the Additional 2002-1 Pledged Loans are New Seller Loans, the conditions
set forth in Section 5.03 of this Supplement have been satisfied with respect to
the Seller of such Loans;


 


(viii)  
if
any of the Additional 2002-1 Pledged Loans are New Seller Loans and after the
addition of such Loans, the Principal Balance of the Series 2002-1 Pledged Loans
which are New Seller Loans sold by one New Seller to the Depositor would exceed
10% of the Series 2002-1 Adjusted Loan Balance, then the addition of such New
Seller Loans shall be subject to the prior written consent of the Deal
Agent;


 


(ix)  
if
any of the Additional 2002-1 Pledged Loans are New Seller Loans and after the
addition of such Loans, the Principal Balance of all the Series 2002-1 Pledged
Loans which are New Seller Loans is greater than 15% of the Series 2002-1
Adjusted Loan Balance, then the addition of such New Seller Loans shall be
subject to the prior written consent of all Class Agents; and


 


(x)  
if
any of the Additional 2002-1 Pledged Loans are Acquired Portfolio Loans and
after the addition of such Loans the Principal Balance of all Series 2002-1
Pledged Loans which are Acquired Portfolio Loans acquired as part of one
portfolio is more than 10% of the Series 2002-1 Adjusted Loan Balance, then the
addition of such Loans shall be subject to the prior written consent of Class
Agents representing Majority Facility Investors.


 


(c)  
In
addition to the conditions set forth in (b) above, on the first date on which
Trendwest Loans are included in the Additional 2002-1 Pledged Loans, it shall be
a condition to the addition of such Additional 2002-1 Pledged Loans that the
conditions set forth in Section 2(b)(iv) of the Series 2002-1 Pool Purchase
Supplement be met to the satisfaction of counsel to the Deal
Agent.


 


(d)  
If
on the last Business Day of any Due Period, Trendwest has not met the target for
qualification of WorldMark Resorts with the California Department of Real Estate
(“DRE”) as set
forth in this subsection 7.01(d), then until the target for qualification is
satisfied, the California Excess Amount shall be included in the Excess
Concentration Amount. References to the target for qualification of WorldMark
Resorts with the DRE mean that, as of a specified time, Trendwest shall have
qualified with the DRE under Section 11018.10 of the 

 







37












 

California
Business and Professions Code (the “Timeshare
Law”)
WorldMark Resorts supporting not less than 90% of the total Vacation Credits
that, as of such date, have been sold in all jurisdictions including
California.


 


Section
7.02.   Release
of Defective Loans.


 


(a)  
Obligation
With Respect to Defective Loans. If a
Seller is required to repurchase a Defective Loan under the terms of the
applicable Purchase Agreement and Series 2002-1 Purchase Supplement, the Issuer
shall, on the same Payment Date as the Seller is required to repurchase the
Defective Loan, be required either (i) to pay the Release Price of such
Defective Loan and obtain the release of the Defective Loan from the Lien of
this Supplement or (ii) substitute one or more Qualified Substitute Loans for
such Series 2002-1 Pledged Loan as provided in subsection 7.02(c) and obtain the
release of the Defective Loan.


 


(b)  
Payments. The
Issuer shall provide written notice to the Trustee and the Collateral Agent of
any release pursuant to subsection 7.02(a) not less than two Business Days prior
to the Payment Date on which such release is to be effected, specifying the
Defective Loan and the Release Price therefor. Upon the release of a Defective
Loan pursuant to subsection 7.02(a) the Issuer shall deposit or cause to be
deposited the Release Price in the Collection Account no later than 12:00 noon,
New York time, on the Payment Date on which such release is made (the “Release
Date”).


 


(c)  
Substitution. If the
Issuer elects to substitute a Qualified Substitute Loan or Qualified Substitute
Loans for a Defective Loan pursuant to this subsection 7.02(c), the Issuer shall
Grant such Qualified Substitute Loan in the same manner as other Additional
2002-1 Pledged Loans and shall include such Qualified Substitute Loans in the
Additional 2002-1 Pledged Loans described in a Supplemental Grant. The Qualified
Substitute Loan or Qualified Substitute Loans will not be selected in a manner
adverse to the Noteholders, and the aggregate principal balance of the Qualified
Substitute Loans will not be less than the principal balance of the Defective
Loans for which the substitution occurs. In connection with the substitution for
one or more Qualified Substitute Loans for one or more Defective Loans, the
Issuer shall deposit an amount, if any, equal to the related Substitution
Adjustment Amount in the Collection Account on the date of substitution without
any reimbursement therefor. The Issuer shall cause the Master Servicer to amend
the Series 2002-1 Loan Schedule to reflect the removal of such Defective Loan
and the substitution of the Qualified Substitute Loan or Qualified Substitute
Loans and the Issuer shall cause the Master Servicer to deliver the amended
Series 2002-1 Loan Schedule to the Issuer and the Trustee and Collateral
Agent.


 


(d)  
Upon each
release of a Series 2002-1 Pledged Loan under this Section 7.02, 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, representation or warranty, all of the Collateral Agent’s and the
Trustee’s right, title and interest in and to such Defective Loan and the Series
2002-1 Pledged Assets related thereto, all monies due or to become due with
respect thereto and all Collections with respect thereto (including payments
received from Obligors from and including the last day of the Due Period next
preceding the date of release) free and clear of the lien of this Supplement.
The Collateral Agent and the Trustee shall execute such documents, releases and
instruments of transfer or assignment 

 







38












 

and take
such other actions as shall reasonably be requested by the Issuer or Depositor
to effect the release of such Defective Loan and the related Series 2002-1
Pledged Assets pursuant to this subsection 7.02. Promptly after the occurrence
of a Release Date and after the payment for and release of or substitution for
Defective Loans, the Issuer shall direct the Master Servicer to delete such
Defective Loans from the Series 2002-1 Loan Schedule.


 


(e)  
The
obligation of the Issuer to deposit the Release Price or provide a Qualified
Substitute Loan for any Defective Loan shall constitute the sole remedy against
the Issuer with respect to any breach of the representations and warranties set
forth in 5.01(b) of this Supplement or the representations of the Seller
assigned to the Trustee pursuant to Section 5.02.


 


Section
7.03.   Release
of Defaulted Loans. If any
Series 2002-1 Pledged Loan becomes a Defaulted Loan during any Due Period, the
Issuer may obtain a release of such Series 2002-1 Pledged Loan from the lien of
this Supplement on any Payment Date thereafter. To obtain such release the
Issuer shall be required to pay the Release Price of such Defaulted Loan to the
Trustee for deposit into the Collection Account. The Issuer shall provide
written notice to the Trustee and the Collateral Agent of any release pursuant
to this Section 7.03 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 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.


 

Upon each
release of a Series 2002-1 Pledged Loan under this Section 7.03, 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, representation or warranty, all of the Collateral Agent’s and
Trustee’s right, title and interest in and to such Defaulted Loan and the Series
2002-1 Pledged Assets related thereto, all monies due or to become due with
respect thereto and all Collections with respect thereto free and clear of the
Lien of this Supplement. 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 Series 2002-1 Pledged Assets
pursuant to this Section 7.03. Promptly after the occurrence of a Release Date
and after the payment for and release of a Defaulted Loan, in respect to which
the Release Price has been paid the Issuer shall direct the Master Servicer to
delete such Defaulted Loans from the Series 2002-1 Loan Schedule.

 


Section
7.04.   Release
Upon Optional Prepayments. If the
Issuer exercises its right to prepay the Notes in whole or in part as provided
in Section 4.10 of this Supplement, the Issuer and the Deal Agent shall notify
the Trustee and the Collateral Agent in writing of the prepayment date and the
principal amount of the Notes to be prepaid on the prepayment date and the
amount of interest to be paid on such date. The amount of interest to be paid on
such prepayment date shall include interest accrued and to accrue on the
principal amount of Notes prepaid through any then applicable Funding Period. On
the prepayment date, upon receipt by the Trustee of all amounts to be paid to
the Noteholders as principal and as interest as a result of such prepayment and
the satisfaction of the conditions set forth in the following paragraphs, then,
the Collateral Agent and the Trustee shall release from the Lien of this
Supplement those 

 







39












 

Series
2002-1 Pledged Loans and the related Series 2002-1 Pledged Assets which the
Collateral Agent and Trustee are directed to release as described in the
following paragraph. 


 

The Deal
Agent and the Issuer shall agree upon and provide to the Collateral Agent and
the Trustee a list of the Series 2002-1 Pledged Loans which are to be released
and shall direct the Master Servicer to delete such Loans from the Series 2002-1
Pledged Loan Schedule.

 

In
addition to receipt by the Trustee of the principal amount of the Notes to be
prepaid and the interest thereon and the list of the Series 2002-1 Pledged Loans
to be released, the following conditions shall be met before the Lien is
released under this Section 7.04:

 

(i) After
giving effect to such release, no Borrowing Base Shortfall shall exist and no
Amortization Event or Event of Default shall exist; and

 

(ii) Each of
the Issuer and the Master Servicer shall have delivered to the Deal Agent a
certificate to the effect that the Series 2002-1 Pledged Loans to be released
from the Lien of this Supplement were not selected in a manner involving any
selection procedures materially adverse to the Noteholders and that the release
of such Loans would not reasonably be expected to cause a Potential Amortization
Event or an Amortization Event.

 


Section
7.05.   Release
Upon Optional Substitution.
(a) Under
the terms of the Pool Purchase Agreement, the Depositor may, with respect to
Loans which are Schedule 1-A Pool Loans, as described in the Pool Purchase
Agreement, remove Loans from such Schedule 1-A and substitute other Loans. If
the Depositor elects to substitute a Loan for a Schedule 1-A Pool Loan which is
a Series 2002-1 Pledged Loan, then the Issuer may, as provided in (b) below,
obtain a release of such Loan from the Lien of this Supplement and substitute in
place of such released Series 2002-1 Pledged Loan a Qualified Substitute Loan or
Qualified Substitute Loans. 


 


(b)  
Substitution. Any
such substitution of a Qualified Substitute Loan or Qualified Substitute Loans
under this Section 7.05 shall be accomplished in the same manner as the Grant of
other Additional 2002-1 Pledged Loans and the Issuer shall include such
Qualified Substitute Loans in the Additional 2002-1 Pledged Loans described in a
Supplemental Grant. The Qualified Substitute Loan or Qualified Substitute Loans
will not be selected in a manner adverse to the Noteholders, and the aggregate
principal balance of the Qualified Substitute Loans will not be less than the
principal balance of the Loans released and for which the substitution occurs.
In connection with the substitution for one or more Qualified Substitute Loan or
Qualified Substitute Loans, the Issuer shall deposit an amount, if any, equal to
the related Substitution Adjustment Amount in the Collection Account on the date
of substitution without any reimbursement therefor. The Issuer shall cause the
Master Servicer to amend the Series 2002-1 Loan Schedule to reflect the removal
of such Schedule 1-A Pool Loan and the substitution of the Qualified Substitute
Loan or Qualified Substitute Loans and the Issuer shall cause the Master
Servicer to deliver the amended Series 2002-1 Loan Schedule to the Issuer and
the Trustee and Collateral Agent.


 







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(c)  
Release
to Issuer. Upon
each release of a Series 2002-1 Pledged Loan under this Section 7.05, 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, representation or warranty, all of the Collateral Agent’s and
the Trustee’s right, title and interest in and to such released Schedule 1-A
Pool Loan and the Series 2002-1 Pledged Assets related thereto, all monies due
or to become due with respect thereto and all Collections with respect thereto
(including payments received from Obligors from and including the last day of
the Due Period next preceding the date of release) free and clear of the lien of
this Supplement. 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 or Depositor to
effect the release of such Schedule 1-A Pool Loan and the related Series 2002-1
Pledged Assets pursuant to this subsection 7.05. Promptly after the occurrence
of a Release Date and after the substitution for the Schedule 1-A Pool Loan, the
Issuer shall direct the Master Servicer to delete such Loans from the Series
2002-1 Loan Schedule.


 


Section
7.06.   Release
Upon Payment in Full. At such
time as the Series 2002-1 Notes have been paid in full, all fees and expenses of
the Trustee and the Collateral Agent with respect to Series 2002-1 have been
paid in full and all obligations relating to the Series 2002-1 Documents 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 Series 2002-1 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 Series 2002-1 Collateral.


 

ARTICLE
VIII

REPORTS
TO TRUSTEE AND NOTEHOLDERS

 


Section
8.01.   Monthly
Report to Trustee. On or
before the Determination Date prior to each Payment Date, the Master Servicer
shall transmit to the Trustee in a form or forms acceptable to the Trustee
information necessary to make payments and transfer funds as provided in
Sections 6.01 and 6.06, and the Master Servicer shall produce the Settlement
Statement for such Payment Date. Transmission of such information to the Trustee
shall be deemed to be a representation and warranty by the Master Servicer to
the Trustee and the Noteholders that such information is true and correct in all
material respects. At the option of the Master Servicer, the Settlement
Statement may be combined with the Servicer’s Monthly Report described in
Section 8.02 and delivered to the Trustee as one report.


 


Section
8.02.   Monthly
Servicing Report. On each
Determination Date, the Master Servicer shall deliver to the Trustee and the
Issuer the Servicer’s Monthly Report in the form set forth in Exhibit D to this
Supplement with such additions as the Trustee may from time to time request,
together with 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 

 







41












 

if such
event has occurred and is continuing, specifying the event and its status. Such
certificate shall also identify which, if any, Series 2002-1 Pledged Loans have
become Defective Loans or Defaulted Loans during the preceding Due
Period.


 


Section
8.03.   Delivery
of Reports to Deal Agent. The
Master Servicer shall on each date it delivers a report to the Trustee under
Section 8.01 or 8.02 above deliver a copy of each such report to the Deal
Agent.


 


Section
8.04.   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 Internal Revenue Code consistent with
the treatment of the Notes as indebtedness of the Issuer for federal income tax
purposes.


 

ARTICLE
IX

AMORTIZATION
EVENTS

 


Section
9.01.   Amortization
Events. If one
or more of the following events shall occur and be
continuing:


 


(a)  
the
Issuer fails to pay in full the interest due and payable on the Series 2002-1
Notes on any Payment Date and such failure continues for two Business Days;
provided,
however, that if
the Issuer has made deposits of Collections to the Collection Account in an
amount sufficient to make such interest payment when due in accordance with the
Priority of Payments, but the payment cannot be made in a timely manner as a
result of a circumstances beyond the Issuer’s control, the grace period shall be
extended to three Business Days;


 


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


 


(c)  
any
Event of Default occurs under this Supplement;


 


(d)  
a
Servicer Default occurs under the Agreement or this
Supplement;


 


(e)  
the
amount on deposit in the Reserve Account is less than the Required Reserve
Amount for any three consecutive Business Days;


 


(f)  
the
Four Month Default Percentage as of the Payment Date in December 2005 or as of
any Payment Date thereafter exceeds 1.25%;


 


(g)  
the
Three Month Rolling Average Delinquency Ratio as calculated for the Payment Date
in December 2005 or for any Payment Date thereafter exceeds
4.0%;


 







42













 

(h)  
the
Gross Excess Spread for any Due Period ending on or prior to November 13, 2006,
is less than 4.50% for any Due Period; for Due Periods ending after November 13,
2006 this provision shall not apply; except that if any Alternate Investor or
Conduit does not extend its Liquidity Termination Date on or before November 13,
2006, this provision shall continue to apply;


 


(i)  
a
Change of Control occurs without the prior satisfaction of the Rating Agency
Condition and the prior written consent of the Required Class
Agents;


 


(j)  
if
(i) any Trendwest Loans are then included in the Series 2002-1 Pledged Loans and
(ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable
for any Debt (other than customary trade payables), (B) any of WorldMark’s
property becomes subject to any Liens, other than utility or other easements or
licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the
aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any
debt or its property becomes involuntarily subject to any Liens (other than
utility or similar easements or licenses unrelated to any debt of WorldMark)
that individually or in the aggregate (with respect to all such Debt and the
obligations secured by all such Liens) exceed $1,000,000;


 


(k)  
the
amount of the Borrowing Base at the end of any Due Period is less than the Notes
Principal Amount on that date and the Issuer fails on the following Payment Date
to pay in full the amount of principal on the Notes required to reduce the Notes
Principal Amount to the Borrowing Base or to increase the Borrowing Base to the
Notes Principal Amount; 


 


(l)  
an
Insolvency Event occurs with respect to Cendant; and


 


(m)  
Cendant
fails to perform under the terms of the Performance Guaranty or the Performance
Guaranty shall cease to be in full force and effect;


 


(n)  
The
Notes Principal Amount shall at any time exceed the Series 2002-1 Adjusted Loan
Balance; 


 


(o)  
Failure
on the part of the Depositor duly to observe or perform any covenants or
agreements of the Depositor set forth in any of the Facility Documents to which
the Depositor is a party and such failure continues unremedied for a period of
30 days after the earlier of the date on which the Depositor 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 Depositor by the
Issuer, the Trustee or any Noteholder; or


 


(p)  
Any
representation and warranty made by the Depositor in any Facility Document shall
prove to have been incorrect in any material respect when made and the Depositor
is not in compliance with such representation or warranty within 30 days after
the earlier of the date on which the Depositor 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 Depositor by the Issuer, the
Trustee or any Noteholder;


 

then, in
the case of an event described in any clause except clause (c) of the Events of
Default in 

 







43












 

Section
10.01, or clause (l) above, the Deal Agent at the direction of the Majority
Facility Investors, or, with respect to an event described in clause (j) or (k),
the Deal Agent, at the direction of any Class Agent or, with respect to clause
(h) if such provision applies after November 13, 2006, the Deal Agent at the
direction of the Class Agent or Class Agents which have not extended their
Liquidity Termination Dates to a date on or after November 13, 2006, by notice
given in writing to the Issuer, the Master Servicer and the Trustee, may declare
that an Amortization Event has occurred as of the date of such notice and, in
the case of any event described in clause (c) of the Events of Default in
Section 10.01, or clause (l) of this Section 9.01, an Amortization Event
will occur immediately upon the occurrence of such event without any notice or
other action on the part of the Deal Agent, the Trustee or any other
entity.

 

ARTICLE
X

EVENTS OF
DEFAULT

 


Section
10.01.   Events
of Default.


 


(a)  
Failure
on the part of the Issuer (1) to make or cause to be made any payment or deposit
required by the terms of the Agreement, this Supplement or any other Series
2002-1 Document on or before the date such payment or deposit is required to be
made and such failure remains unremedied for two Business Days (provided,
however, that if the Issuer is unable to make a payment or deposit when due and
such failure is as a result of circumstances beyond the Issuer’s control, the
grace period shall be extended to three Business Days), (2) failure on the
part of the Issuer to provide a Hedge Agreement meeting the requirements of
Section 6.07 of this Supplement and such failure continues for five Business
Days or the Hedge Provider ceases to be a Qualified Hedge Provider and the
Issuer fails to provide a Qualified Hedge Provider by one of the methods set
forth in Section 6.08 within the five days provided in Section 6.08 and such
failure continues for five Business Days beyond the period allowed in Section
6.08, or (3) duly to observe or perform or cause to be observed or performed any
covenant or agreement of the Issuer set forth in the Agreement, this Supplement
or any other Series 2002-1 Document or other Facility Document to which the
Issuer is a party (other than these events caused in clause (1) or (2) of this
subsection), which continues unremedied for a period of 30 days (or five
Business Days, in the case of subsection 4.1(b), (f), (g)(2) or (g)(3) or
4.2(a), (c), (d), (e), (i), (l), (n), (o) or (p) of the Agreement) after the
earlier of (aa) the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to an officer of the Issuer by the
Trustee or any Noteholder or (bb) the date on which an officer of the Issuer has
actual knowledge thereof;


 


(b)  
any
representation or warranty made by the Issuer with respect to itself in the
Agreement or this Supplement shall prove to have been incorrect in any material
respect when made and has a material adverse effect on the Trustee’s or the
Collateral Agent’s interest in the Series 2002-1 Pledged Loans and other related
Series 2002-1 Pledged Assets and the Issuer is not in compliance with such
representation or warranty within ten Business Days after the earlier of the
date on which the Issuer or a Responsible Officer of the Trustee 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 Issuer by
the Trustee or any Noteholder;


 







44













 

(c)  
an
Insolvency Event shall occur with respect to any Seller of Series 2002-1 Loans,
the Depositor, the Issuer or Cendant;


 


(d)  
the
Issuer shall become an “investment company” or shall become under the control of
an “investment company” within the meaning of the Investment Company Act;
or


 


(e)  
the
Master Servicer shall have been terminated following a Servicer Default, and a
Successor Master Servicer shall not have been appointed or such appointment
shall not have been accepted within five Business Days after the date of the
termination stated in the Termination Notice and the Trustee is not acting as
Master Servicer.


 

THEN, in
the case of the event described in subparagraph (a)(3), after the applicable
grace period, if any, set forth in such subparagraphs, the Deal Agent acting
upon instructions of the Majority Facility Investors by notice given in writing
to the Issuer (and to the Trustee if given by the Noteholders) may declare that
an event of default with respect to Series 2002-1 (an “Event of Default”) has
occurred as of the date of such notice, and in the case of any event described
in subparagraph (a)(l), (a)(2), (b), (c), (d) or (e), an Event of Default with
respect to Series 2002-1 shall occur without any notice or other action on the
part of the Trustee or the Noteholders, immediately upon the occurrence of such
event and shall continue unless waived in writing by the Required Purchasers of
the Series 2002-1 Notes.





Section
10.02.   Acceleration
of Maturity; Rescission and Annulment.


 


(a)  
If
an Event of Default described in paragraph (a), (b), (d) or (e) of
Section 10.1 should occur and be continuing, then and in every such case
the Majority Facility Investors may declare all the Series 2002-1 Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Trustee if declared by Noteholders), and upon any such declaration the unpaid
principal amount of the Series 2002-1 Notes, together with accrued or accreted
and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable. If an Event of Default described in paragraph (c)
of Section 10.1 should occur then and in every such case the Series 2002-1 Notes
together with accrued or accreted and unpaid interest through the date of
acceleration, shall become automatically and immediately due and
payable.


 


(b)  
If
an Event of Default has occurred and the maturity of the Series 2002-1 Notes has
been accelerated, such acceleration may be rescinded or annulled the Majority
Facility Investors by written notice to the Issuer and the Trustee may, but are
not required to rescind and annul such acceleration.


 


Section
10.03.   Authority
to Institute Proceedings and Direct Remedies. If an
Event of Default has occurred and is continuing, the Majority Facility Investors
shall have the right to direct the Trustee as provided in Section 9.15 of the
Agreement.


 


Section
10.04.   Distributions
of Amounts Collected. If the
Indenture Trustee collects any money or property pursuant to this Article X
following the acceleration of the maturities of the Notes (so long as such
declaration shall not have been rescinded or annulled), it shall pay out the
money or property in the following order:


 







45












 

FIRST, to
the Trustee in payment of the Monthly Trustee Fees and in reimbursement of
permitted expenses of the Trustee under each of the Facility Documents to which
the Trustee is a party, provided that such permitted expenses relate to Series
2002-1; in the event of a Servicer Default and the replacement of the Master
Servicer with the Trustee or a Successor Master Servicer, the costs and expenses
of replacing the Master Servicer shall be permitted expenses of the
Trustee;




SECOND,
if the Master Servicer is not Cendant Timeshare Resort Group--Consumer Finance,
Inc. or an affiliate of Cendant, to the Master Servicer, in payment of amounts
due and unpaid of the Master Servicer Fee and, whether or not Cendant Timeshare
Resort Group--Consumer Finance, Inc. or another affiliate of Cendant is then the
Master Servicer, to the Master Servicer in reimbursement of any unreimbursed
Master Servicer Advances;




THIRD, to
Series 2002-1 Noteholders for interest according to the amounts due and unpaid
on such Series 2002-1 Notes for interest and all other amounts (other than
principal of the Notes) due to the Noteholders under the Series 2002-1
Documents;




FOURTH,
if the Master Servicer is Cendant Timeshare Resort Group--Consumer Finance, Inc.
or another affiliate of Cendant, to the Master Servicer, in payment of amounts
due and unpaid of the Master Servicer Fee;




FIFTH, to
the Series 2002-1 Noteholders in payment of unpaid principal on the Series
2002-1 Notes; provided, however, that, upon the direction of 100% of the
Noteholders, any amounts otherwise due to the Noteholders under this provision
FIFTH, shall not be applied to reduce principal, but shall be applied by the
Trustee to purchase a Hedge Agreement in the amount and manner specified by the
Noteholders;




SIXTH, to
the hedge provider or hedge providers under the Hedge Agreement or Hedge
Agreements any termination payments due under any Hedge Agreement;
and




FINALLY,
to Issuer, any remaining amounts free and clear of the lien of this
Supplement.

 


Section
10.05.   Sale
of Defaulted Loans After an Event of Default. If an
Event of Default has occurred and is continuing, the Master Servicer will not
sell, assign, transfer or otherwise dispose of any Defaulted Loan or any
interest therein, or any Collateral securing a Defaulted Loan, without the prior
written consent of the Deal Agent.


 







46












 

ARTICLE
XI

PROVISIONS
RELATING TO THE MASTER SERVICER

 


Section
11.01.   Master
Servicer Advances. On or
before each Determination Date the Master Servicer may deposit into the
Collection Account an amount equal to the aggregate amount of Master Servicer
Advances, if any, with respect to Scheduled Payments on Series 2002-1 Pledged
Loans for the preceding Due Period which are not received on or prior to such
Payment Date. Such Master Servicer Advances shall be included as Available
Funds. Neither the Master Servicer, any Successor Master Servicer nor the
Trustee, acting as Master Servicer, shall have any obligation to make any Master
Servicer Advance and may refuse to make a Master Servicer Advance for any reason
or no reason. The Master Servicer shall not make any Master 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 Series 2002-1 Pledged Loan with respect to which
such Master Servicer Advance is proposed to be made.


 


Section
11.02.   Additional
Events of Servicer Defaults. In
addition to the events constituting a Servicer Default as set forth in Section
10.1 of the Agreement, so long as any Series 2002-1 Notes remain outstanding,
each of the following shall also constitute a Servicer
Default:


 


(a)  
any
Indebtedness (as defined in the Credit Agreement described below) of Cendant or
any of its Subsidiaries (as defined in the Credit Agreement, but in no event
including the Depositor, the Issuer or any other securitization entity (of the
type described in the definition of Securitization Entity in the Credit
Agreement)) exceeding $100,000,000 in the aggregate, is accelerated after
default beyond any applicable grace period provided with respect
thereto;


 


(b)  
the
12-month rolling Reported EBITDA of the Hospitality Services and Timeshare
Resort Segments at the end of any fiscal quarter is less than
$400,000,000;


 


(c)  
the
Master Servicer fails to deliver reports to the Deal Agent in accordance with
Section 8.03 of this Supplement and such failure remains unremedied for five (5)
Business Days;


 


(d)  
failure
on the part of the Master Servicer duly to observe or perform any other
covenants or agreements of the Master Servicer set forth in the Note Purchase
Agreement and such failure continues unremedied for a period of 20 days after
the earlier of the date on which the Master 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 Master Servicer by the Deal Agent;
or


 


(e)  
any
representation and warranty made by the Master Servicer in the Note Purchase
Agreement 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 Series
2002-1 Pledged Loans and other Series 2002-1 Pledged Assets and the Master
Servicer is not in compliance with such representation or warranty within ten
Business Days after the earlier of the date on which the 

 







47












 

Master
Servicer has actual kn7owledge 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 Master Servicer by the Deal Agent.


 

References
in subsection (a) above to the “Credit Agreement” mean the Five Year Competitive
Advance and Revolving Credit Agreement dated as of November 22, 2004 among
Cendant, as borrower, the lenders referred to therein, JPMorgan Chase Bank,
N.A., as administrative agent, Bank of America, N.A., as syndication agent, The
Bank of Nova Scotia, Barclays Bank PLC, Calyon New York Branch and Citibank,
N.A. as co-documentation agents. 

 


Section
11.03.   Additional
Conditions to Master Servicer Transfer. In
addition to the conditions to the transfer of the Master Servicer function as
provided in Section 5.12(b) of the Agreement, the following conditions must
be satisfied before the transfer will be permitted:


 


(a)  
The
entity resigning as Master Servicer and the entity becoming Master Servicer
shall deliver to the Trustee and to the Deal Agent a certificate to the effect
that the resignation of the existing Master Servicer and replacement will not
cause a Material Adverse Effect and as of the date of the substitution, there
has been no material adverse change with respect to the servicing business of
the new Master Servicer which will have a Material Adverse Effect (within the
meaning of (d) or (e) of the definition thereof) with respect to it;
and


 


(b)  
the
Performance Guaranty shall have been amended or a new Performance Guaranty
delivered to the Trustee which amendment or new agreement guaranties the
performance of the new Master Servicer on the same terms as the guaranty which
related to the resigning Master Servicer.


 


Section
11.04.   Fair
Market Value of Defaulted Loans. For the
purpose of Section 5.5(f) of the Agreement, no Series 2002-1 Pledged Loan or
Collateral related thereto shall be sold to any Seller or Originator unless the
cash proceeds of such sale are at least equal to the fair market value of such
Series 2002-1 Pledged Loan. For this purpose, “fair market value” shall mean
initially, an amount equal to 25% of the original sale price of the related
Timeshare Property and, in the event either the Issuer or the applicable Seller
or Originator shall determine that such percentage is not reflective of the fair
market value of the applicable Series 2002-1 Pledged Loan or Collateral related
thereto, the Issuer and the applicable Seller or Originator shall determine the
fair market value of such Series 2002-1 Pledged Loan or Collateral related
thereto, as a percentage of the original sale price of the related Timeshare
Property. Prior to any such determination of a revised fair market value,
written notice of such determination including, in reasonable detail, the
calculation thereof, shall be given by the Master Servicer to each Class Agent.
Any such determination shall be based on the historical inventory cost of the
applicable Seller or Originator consistent with the cost of goods
sold.


 







48












ARTICLE
XII

MISCELLANEOUS
PROVISIONS

 


Section
12.01.   Ratification
of Agreement. As
supplemented by this Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Supplement shall be read,
taken and construed as one and the same instrument.


 


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


 


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


 


Section
12.04.   Notices
to Deal Agent. All
communications and notices hereunder given to the Deal Agent 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 or where permitted to be delivered electronically
herein, to the e-mail address provided:


 

BANK OF
AMERICA, N.A.

Bank of
America Corporate Center

100 North
Tryon Street, 10th Floor

Charlotte,
North Carolina 28255

Attention:
Michelle M. Heath

Telephone:
(704) 386-7922

Telecopy:
(704) 388-0027

(or such
other address as may hereafter be furnished to the Issuer, the Trustee and the
Master Servicer).





Section
12.05.   Nonpetition
Covenant . Each
Noteholder hereby recognizes and agrees to the provisions of Section 13.15 of
the Agreement and specifically agrees that by accepting a Series 2002-1 Note, it
covenants and agrees that it 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.


 


Section
12.06.   Satisfaction
of Rating Agency Condition. It is
agreed by the parties hereto, that, any action which, under the terms of the
Agreement, is subject to the satisfaction of the Rating Agency Condition, shall
also be subject to the condition that such action shall not be taken unless the
Deal Agent has given its prior written consent to the action.


 







49













Section
12.07.   Amendment
to Documents. The
Issuer shall not enter into any amendment to any of the Facility Documents to
which it is a party without the prior written consent of the Majority Facility
Investors.


 

Section
12.08.   Rating
Agency Review. The
Issuer hereby agrees that if the Issuer elects to maintain the ratings on the
Series 2002-1 Notes on and after the Liquidity Termination Date in 2006, the
Issuer shall prior to the Liquidity Termination Date in 2006 submit the Series
2002-1 Notes for review to each Rating Agency then maintaining a rating on the
Series 2002-1 Notes. 

 







50












 





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








	 	 	
      CENDANT
      TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC,

      as
      Issuer
	 
	 	 	
      By:
	
      /s/
      Mark A. Johnson_

	 	 	 	
      Name:
      Mark A. Johnson

      Title:
      President











	 	 	
      CENDANT
      TIMESHARE RESORT GROUP-

      CONSUMER
      FINANCE, INC.,

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

	 	 	 	
      Name:
      Mark A. Johnson

      Title:
      President 











	 	 	
      WACHOVIA
      BANK, NATIONAL ASSOCIATION,

      as
      Trustee
	 
	 	 	
      By:
	
      /s/
      Amedeo Morreale

	 	 	 	
      Name:
      Amedeo Morreale

      Title:
      Vice President











	 	 	
      WACHOVIA
      BANK, NATIONAL ASSOCIATION,

      as
      Collateral Agent
	 
	 	 	
      By:
	
      /s/
      Cheryl Whitehead

	 	 	 	
      Name:
      Cheryl Whitehead

      Title:
      Vice President

























[Signature
page for Amended and Restated Series 2002-1 Supplement]

 




















 

EXHIBIT
A




FORM OF
SUPPLEMENTAL GRANT

 

SUPPLEMENTAL
GRANT NO. __ OF ADDITIONAL 2002-1 PLEDGED LOANS AND SERIES 2002-1 PLEDGED ASSETS
dated as of _______, by and among CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING,
LLC, a limited liability company formed under the laws of the State of Delaware,
as Issuer, CENDANT TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC., a Delaware
corporation, as Master Servicer, WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity, but solely as Trustee under
the Agreement and the Supplement referred to below, and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as Collateral Agent.

 

WITNESSETH:

 

WHEREAS,
the Issuer, the Master Servicer, the Trustee and the Collateral Agent are
parties to the Master Indenture and Servicing Agreement dated as of August 29,
2002 (as amended, supplemented or otherwise modified from time to time, the
“Agreement”); and
the Series 2002-1 Supplement thereto dated as of August 29, 2002 (as amended,
supplemented or otherwise modified, from time to time, the “Supplement”);

 

WHEREAS,
the Issuer wishes to Grant to the Collateral Agent, for the benefit of the
Trustee for the benefit of the Series 2002-1 Noteholders, all of the Issuer’s
right, title and interest, whether now owned or hereafter acquired, in, to and
under the Pledged Loans and related Pledged Assets designated herein to be
included as Additional 2002-1 Pledged Loans and Series 2002-1 Pledged Assets;


 

NOW,
THEREFORE, the Issuer, the Master Servicer, the Trustee and the Collateral Agent
hereby agree as follows:

 

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

 

“Addition
Cut-Off Date” shall
mean, with respect to the Additional 2002-1 Pledged Loans,
__________.

 

“Addition
Date” shall
mean, with respect to the Additional 2002-1 Pledged Loans,
__________.

 

2. Loan
Schedule. The
Issuer hereby delivers to the Collateral Agent a certificate which contains a
true and complete list of the Additional Series 2002-1 Loans Granted to the
Collateral Agent under this Supplemental Grant. The list of the Additional
2002-1 Pledged Loans contained in the accompanying certificate is hereby
incorporated into and made a part of this Supplemental Grant and shall become a
part of and supplement the Series 2002-1 Loan Schedule.

 







A-1












 

3. Grant
of Additional Series 2002-1 Pledged Loans and Series 2002-1 Pledged
Assets.

 

The
Issuer hereby Grants to the Collateral Agent, for the benefit of the Trustee for
the benefit of the Series 2002-1 Noteholders, all of the Issuer’s right, title
and interest, whether now owned or hereafter acquired, in, to and under (i) all
Additional 2002-1 Pledged Loans and the related Series 2002-1 Pledged Assets and
all rights of the Issuer relating to such Additional 2002-1 Pledged Loans and
the related Series 2002-1 Pledged Assets under the Pool Purchase Agreement, the
Series 2002-1 Pool Purchase Supplement, the Purchase Agreements under which the
Additional 2002-1 Pledged Loans were sold to the Depositor and the related
Series 2002-1 Purchase Supplements and (ii) all Collections with respect
thereto, (iii) all certificates and instruments if any, from time to time
representing or evidencing any of the foregoing property described in clauses
(i) or (ii), (iv) 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, (v)
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; (vi) all proceeds of the foregoing property
described in clauses (i) through (v), 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 Additional 2002-1 Pledged
Loans or the related Series 2002-1 Pledged Assets, and including all payments
under Insurance Policies (whether or not a Seller or an Originator, the
Depositor, 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 Additional 2002-1 Pledged
Loans or the related Series 2002-1 Pledged Assets; (vi) all proceeds of the
foregoing and (vii) all proceeds of the foregoing (collectively, the
“Additional
Series 2002-1 Collateral”).

 

In
connection with the foregoing Grant and if necessary, the Issuer agrees to
authorize, record and file one or more financing statements (and continuation
statements or other amendments with respect to such financing statements when
applicable) with respect to the Additional Series 2002-1 Collateral meeting the
requirements of applicable law in such manner and in such jurisdictions as are
necessary to perfect the Grant of the Additional Series 2002-1 Collateral to the
Collateral Agent, and to deliver a file-stamped copy of such financing
statements and continuation statements (or other amendments) or other evidence
of such filing to the Collateral Agent.

 

In
connection with the foregoing sale, the Issuer further agrees, on or prior to
the date of this Supplemental Grant, to cause the portions of its computer files
relating to the Additional 2002-1 Pledged Loans Granted on such date to the
Collateral Agent to be clearly and unambiguously marked to indicate that each
such Additional 2002-1 Pledged Loans and the related Series 2002-1 Pledged
Assets have been Granted on such date to the Collateral Agent pursuant to the
Supplement and this Supplemental Grant.

 







A-2












 

4. Acknowledgement
by the Collateral Agent and the Trustee. The
Collateral Agent and the Trustee acknowledge the Grant of the Additional Series
2002-1 Collateral, and the Collateral Agent accepts the Additional Series 2002-1
Collateral in trust hereunder in accordance with the provisions hereof and the
Supplement and agrees to perform the duties herein to the end that the interests
of the Series 2002-1 Noteholders may be adequately and effectively
protected.

 

The
Collateral Agent hereby acknowledges that, prior to or simultaneously with the
execution and delivery of this Supplemental Grant, the Issuer delivered to the
Collateral Agent a certificate listing the Additional 2002-1 Pledged Loans as
described in Section 2 of this Supplemental Grant and such list of Additional
2002-1 Pledged Loans is attached hereto as Schedule 1.

 

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

 

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

 

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

 

8. GOVERNING
LAW. THIS
SUPPLEMENTAL GRANT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 




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


 







A-3














 


 


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





	 	 	
      CENDANT
      TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC,

      as
      Issuer
	 
	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      











	 	 	
      CENDANT
      TIMESHARE RESORT GROUP-

      CONSUMER
      FINANCE, INC.,

      as
      Master Servicer
	 
	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      











	 	 	
      WACHOVIA
      BANK, NATIONAL ASSOCIATION,

      as
      Trustee
	 
	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      











	 	 	
      WACHOVIA
      BANK, NATIONAL ASSOCIATION,

      as
      Collateral Agent
	 
	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      


























 

EXHIBIT
B

FORM
OF NOTE




 

THIS
NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW
OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS OR (B) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR “BLUE SKY” LAWS TO A PERSON (I) WHO THE TRANSFEROR REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) AND (II) THAT IS AWARE THAT THE RESALE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.

 

THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF
1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). EACH HOLDER OF THIS NOTE AGREES
THAT THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS
IN THE SERIES 2002-1 SUPPLEMENT WHICH LIMIT TRANSFERS ONLY TO ANOTHER CLASS AND
REQUIRE THAT NO CLASS INCLUDE MORE THAN FOUR PERSONS FOR PURPOSES OF SECTION
3(C)(1) OF THE INVESTMENT COMPANY ACT UNLESS THE ISSUER HAS GIVEN ITS EXPRESS
WRITTEN CONSENT TO A LARGER NUMBER OF PERSONS AND AFTER ANY SUCH TRANSFER, THERE
WILL BE NO MORE THAN 100 BENEFICIAL OWNERS OF THE NOTES. FOR SUCH PURPOSES, THE
NUMBER OF BENEFICIAL OWNERS OF THE NOTES WILL BE CALCULATED IN ACCORDANCE WITH
SECTION 3(C)(1) OF THE INVESTMENT COMPANY ACT.

 

PRIOR
TO PURCHASING ANY INTEREST IN THIS NOTE, 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 NOTE UNDER THE
SECURITIES ACT, TO QUALIFY THE NOTE UNDER THE SECURITIES LAWS OF ANY STATE OR TO
PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

 

THE
PRINCIPAL AMOUNT OF THIS NOTE WILL BE REDUCED FROM TIME TO TIME BY PRINCIPAL
PAYMENTS ON THIS NOTE. IN ADDITION, THE PRINCIPAL AMOUNT OF THIS NOTE MAY BE
INCREASED SUBJECT TO 

 







B-1












 

CERTAIN
TERMS AND CONDITIONS SET FORTH IN THE INDENTURE SUPPLEMENT AND THE NOTE PURCHASE
AGREEMENT. ANYONE ACQUIRING THIS NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING
PRINCIPAL BALANCE OF THIS NOTE BY INQUIRY OF THE TRUSTEE. ON THE DATE OF THIS
NOTE, THE TRUSTEE IS WACHOVIA BANK, NATIONAL ASSOCIATION.

 

THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, AND EACH HOLDER OF A BENEFICIAL
INTEREST IN THIS NOTE, COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME
INSTITUTE AGAINST CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC OR SIERRA
DEPOSIT COMPANY, LLC OR JOIN IN ANY INSTITUTION AGAINST CENDANT TIMESHARE
CONDUIT RECEIVABLES FUNDING, LLC OR SIERRA DEPOSIT COMPANY, LLC OF ANY
BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW.

 

THE
HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN,
AGREE TO TREAT THE NOTE AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX
IMPOSED ON OR MEASURED BY INCOME.

 

EACH
PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT THAT (I) IT IS
NOT, AND FOR SO LONG AS IT HOLDS THIS NOTE, WILL NOT BE AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974 (“ERISA”), AS AMENDED), INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN (AS
DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE), WHETHER OR NOT THE
PLAN IS SUBJECT TO TITLE I OF ERISA), OR SECTION 4975 OF THE INTERNAL REVENUE
CODE (EACH, A “PLAN”), (II) IT HAS NOT USED “PLAN ASSETS” OF ANY PLAN TO ACQUIRE
SUCH NOTE, AND (III) FOR SO LONG AS IT HOLDS SUCH NOTE, IT WILL NOT ALLOW SUCH
NOTE TO CONSTITUTE “PLAN ASSETS” OF ANY PLAN.

 







B-2















REGISTERED  

PRINCIPAL
AMOUNT: NOT TO EXCEED $___________




_____________________
CLASS




 

No.
R-__

 




 

CENDANT
TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC 

 

LOAN-BACKED
VARIABLE FUNDING NOTE, SERIES 2002-1

 

Cendant
Timeshare Conduit Receivables Funding, LLC, a Delaware limited liability company
(herein referred to as the “Issuer”), for value received, hereby promises to pay
to _____________________, as agent for the members of the Class (the
“_______________Class”) of which ___________________________ are members, or its
assigns, subject to the following provisions, a principal sum not to exceed
___________________ DOLLARS ($__________), or such greater or lesser amount as
determined in accordance with the Master Indenture and Servicing Agreement and
the Series 2002-1 Supplement thereto on the stated Maturity Date (the “Maturity
Date”) as set forth in the Series 2002-1 Supplement, as amended from time to
time, and to pay principal at such times in advance thereof as is provided in
the Series 2002-1 Supplement. The Issuer will pay the Notes Interest on this
Note on each Payment Date in accordance with Sections 4.03(b) and 4.06 of the
Series 2002-1 Supplement. Principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.

 

The
Series 2002-1 Notes are nonrecourse obligations of the Issuer payable only from
and to the extent of the Series 2002-1 Collateral. The Holders of the Notes
shall have recourse to the Issuer only to the extent of the Series 2002-1
Collateral, and to the extent such Series 2002-1 Collateral is not sufficient to
pay the Series 2002-1 Notes and the interest thereon in full and all other
obligations of the Issuer under the Series 2002-1 Supplement and the other
Series 2002-1 Documents, the Holders of the Series 2002-1 Notes and holders of
other obligations payable from the Series 2002-1 Collateral shall have no rights
in any other assets which the Issuer may have including, but not limited to any
assets of the Issuer which may be Granted to secure other
obligations.

 

Principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

 

Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

 







B-3












 




IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or
in facsimile, by its Authorized Officer.

 


	 	 	
      CENDANT
      TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC,

      as
      Issuer

       
	 
	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      







Date: November
__, 2005

 




 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Notes designated above and referred to in the within-mentioned Master
Indenture and Servicing Agreement and Series 2002-1 Supplement to the Master
Indenture and Servicing Agreement.

 








	 	 	
      WACHOVIA
      BANK, NATIONAL ASSOCIATION,

      not
      in its individual capacity but solely as Trustee

       
	 
	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      







 

Date: November
__, 2005

 







B-4















[REVERSE
OF NOTE]


 

This duly
authorized Note of the Issuer, designated as its Loan-Backed Variable Funding
Note, Series 2002-1 (herein called the “Note”), is issued under the Master
Indenture and Servicing Agreement dated as of August 29, 2002, as amended and
restated as of November 14, 2005 (as amended from time to time, the “Master
Indenture”) and the Series 2002-1 Supplement thereto, dated as of August 29,
2002, as amended and restated as of November 14, 2005 (as amended from time to
time, the “Series 2002-1 Supplement,” and together with the Master Indenture,
the “Indenture”), each by and among the Issuer, Cendant Timeshare Resort
Group-Consumer Finance, Inc. as master servicer (the “Master Servicer”), and
Wachovia Bank, National Association as trustee and as collateral agent (the
“Trustee” and the “Collateral Agent,” respectively). This Note is one of a duly
authorized series of Variable Funding Notes of the Issuer designated as its
Loan-Backed Variable Funding Notes Series 2002-1 (the “Series 2002-1 Notes”),
which have in the aggregate a maximum principal amount not to exceed the
Facility Limit as such amount may be reduced or increased from time to time in
accordance with the Series 2002-1 Supplement and the Note Purchase Agreement.
This Note is delivered to and registered in the name of
_______________________________. Interest on each Note will be calculated in
accordance with the terms of the Series 2002-1 Supplement. Within the Series
2002-1 Notes, _______________________ Class Note may bear interest calculated at
a rate different than another Class Note issued to other Holders of Notes. The
respective rights and obligations of the Issuer, the Master Servicer, the
Trustee, the Collateral Agent and the Holders of the Notes are set forth in the
Indenture. This Note is subject to all terms of the Indenture. All terms used in
this Note that are not defined herein shall have the meanings assigned to them
in or pursuant to the Indenture, as supplemented or amended.

 

Payments
of interest on and principal of this Note when due and payable shall be made
(i) by wire transfer in immediately available funds to a United States
dollar account specified by the Holder and included in the Note Register in
accordance with wire transfer instructions received by any Paying Agent on or
before the Record Date applicable to such Payment Date, (as defined in the Note
Purchase Agreement), (ii) if no wire transfer instructions are received by a
Paying Agent, payment shall be by a United States dollar check drawn on a United
States bank and delivered by first-class mail, postage prepaid. Any reduction in
the principal amount of this Note effected by any payments made on any Payment
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.

 

As
provided in the Series 2002-1 Supplement, the principal of this Note will be due
and payable in full on the Maturity Date.

 

The
principal amount of this Note outstanding may be increased from time to time in
accordance with the terms of Section 4.07 of the Series 2002-1 Supplement and
the terms of the Note Purchase Agreement but not to exceed the amount stated
above.

 

As
provided in the Indenture and subject to certain restrictions and limitations
set 

 







B-5












 

forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee or the Note Registrar duly executed by, the Holder hereof or such
Person’s attorney-in-fact duly authorized in writing, and such other documents
as the Trustee or the Note Registrar may reasonably require, and thereupon one
or more new Notes of the same Series and Class of authorized denominations and
in the same aggregate principal amount will be issued to the designated
transferee or tranferees. No service charge will be charged for any registration
of transfer or exchange of this Note, but the Issuer or the Trustee or the Note
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

 

Each
Noteholder by acceptance of a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Collateral Agent or the Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Trustee in its individual capacity, (ii) the Collateral Agent in its individual
capacity, (iii) any owner of a beneficial interest in the Issuer or (iv) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee
or the Collateral Agent in its individual capacity, any holder of a beneficial
interest in the Issuer or the Trustee or of any successor or assign of the
Trustee or the Collateral Agent in its individual capacity, except as any such
Person may have expressly agreed and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

 

Prior to
the due presentment for registration of transfer of this Note, the Issuer, the
Collateral Agent, the Trustee, the Paying Agent, the Transfer Agent and the Note
Registrar and any agent of the foregoing shall treat the Person in whose name
this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes,
whether or not this Note be overdue, and neither the Issuer, the Collateral
Agent, the Trustee, the Paying Agent, the Transfer Agent and Note Registrar nor
any such agent of the foregoing shall be affected by notice to the
contrary.

 

The
Indenture permits certain amendments without the consent of any Noteholders but
with the satisfaction of the Rating Agency Condition. In addition, the Issuer,
the Trustee, the Collateral Agent and the Master Servicer may enter into
amendments which modify the rights and obligations of the Issuer or the rights
of the Holders of the Notes under the Indenture at any time with the consent of
the Majority Holders of each affected Series. Also, if an Event of Default has
occurred for a Series, the Holders of 66 2⁄3% of the Aggregate Principal Amount of
Notes of that Series may waive the Event of Default under the Indenture and its
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

 

The term
“Issuer” as used in this Note includes any successor to the Issuer under


 







B-6












 

the
Indenture.

 

The Notes
are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.

 

This Note
and the Indenture shall be governed by and construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

 

No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay to the extent of amounts available from the Series
2002-1 Collateral, the principal of and the interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.

 

Anything
herein to the contrary notwithstanding, except as expressly provided in the
Facility Documents, neither the owner of a beneficial interest in the Issuer,
nor any of its partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal of or interest on, or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture. The Holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Facility Documents, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided,
however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the Series 2002-1 Collateral.

 

 







B-7















ASSIGNMENT

 

Social
Security or taxpayer I.D. or other identifying number of assignee

 

 

_____________________________

 




 

FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto

 

 

____________________________

(name and
address of assignee)

 




 

the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

 

Dated:_________________________ ____________________________________* 

 

Signature
Guaranteed:

 







* NOTE:
The signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatsoever.












B-8














 

SCHEDULE
OF NOTE INCREASES

 

AND
PAYMENTS OF PRINCIPAL

 




 


	
       

      Date
	
      Note
      Principal

      Increase
      or Decrease
	
      Balance
      After

      Increase
      or Decrease
	
      Note

      Made
      By

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 












B-9













EXHIBIT
C




Note
R-25:




Registered
to:




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




Principal
Amount on [___________], 2005: $[__________]




Maximum
Principal Amount: $125,000,000




Account
for payments: Deutsche
Bank, New York

ABA #:
021 001 033

For the
Account of BTCO as Depository for RCC

Account:
00 384 710

Ref:
Receivables Capital - Sierra Receivables

Attn:
Stacy Coulon










Note
R-26:




Registered
to:




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




Principal
Amount on [__________], 2005: $[________]




Maximum
Principal Amount: $100,000,000




Payment
Instructions:  Accounts
for Payments: Bank of New York

ABA
Number: 021-000-018

Account
Number: 890-038-7025

Attention:
M. Townsend

Reference:
Sierra










C-1












 




Note
R-27:




Registered
to:




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




Principal
Amount on [__________], 2005: $[_________]




Maximum
Principal Amount: $75,000,000




Payment
Instructions:  Liberty
Street Funding Corp. (Sierra Funding)

ABA #:
026002532

Account
Number: 215813

Attention:
Vilma Pindling










Note
R-28:




Registered
to:




JPMORGAN
CHASE BANK, N.A., as agent for the members of the Class of which Jupiter
Securitization Corporation and JPMorgan Chase Bank, N.A. are
members




Principal
Amount on [__________], 2005: $[_________]




Maximum
Principal Amount: $100,000,000




Payment
Instructions:  [__________________]













C-2












 

Note
R-29:




Registered
to:




CALYON,
NEW YORK BRANCH, as agent for the members of the Class of which Atlantic Asset
Securitization Corp. and Calyon, New York Branch are members




Principal
Amount on [______________], 2005: $[__________]




Maximum
Principal Amount: $75,000,000




Payment
Instructions:  Account
for payments:

Calyon,
New York Branch

ABA:
026008073

For
Account #: 01-50576-0001-00

Account
Name: La Fayette Asset Securitization LLC

Attention:
Florence Reyes

Reference:
Sierra Funding Facility













Note
R-30:




Registered
to:




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




Principal
Amount on [__________], 2005: $[_________]




Maximum
Principal Amount: $100,000,000




Payment
Instructions:  Deutsche
Bank, NY

ABA #:
026003780

Account
Number: 10-581587-0008

Account
Name: Saratoga Funding Corp.

Attention:
Siegfried Radar Ph: 212-474-7737

Reference:
Sierra 2002-1













C-3












 




Note
R-31:




Registered
to:




THE ROYAL
BANK OF SCOTLAND, as agent for the members of the Class of which Cortina
Funding, Inc. is the member




Principal
Amount on [___________], 2005: $[__________]




Maximum
Principal Amount: $75,000,000




Payment
Instructions:  Account
for payments:

J.P.
Morgan Chase Bank

Clearing
Code: CHASUS33

Account
of: RBS (RBOSGB2L)

Account
No.: CORFUN USDC

Ref:
Favour - Cortina Funding Inc.







Note
R-32:




Registered
to:




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




Principal
Amount on [______________], 2005: $___________




Maximum
Principal Amount: $75,000,000




Account
for payments:  Deutsche
Bank Trust Company Americas

ABA:
021-001-033

Account
Number: 01419647

Ref:
Victory Receivables/Cendant Timeshare

Attn:
Kristy Yee










C-4












 

Note
R-33:




Registered
to:




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




Principal
Amount on [____________], 2005: $___________




Maximum
Principal Amount: $75,000,000




 

Account
for payments:  

 

ABA:
021-000-089

For
Account #: 40636636

Account
Name: CIESCO Redemption Account

Attention:
Robert Kohl

Reference:
CIESCO
















C-5












 

EXHIBIT
D




Form
of Monthly Servicer Report




[To Be
Inserted.]










D-1












 

EXHIBIT
E







[RESERVED]







 







E-1












 

EXHIBIT
G

 




 

FORM
OF NOTEHOLDER’S LETTER

[Date]

 

Cendant
Timeshare Conduit Receivables Funding, LLC,

as
Issuer

 

Wachovia
Bank, National Association

 

as
Trustee

 


	 	
      Re:
	
      Cendant
      Timeshare Conduit Receivables Funding, LLC




 

Loan-Backed
Variable Funding Notes, Series 2002-1

 

Ladies
and Gentlemen:

 

1. This
letter applies to the above-referenced Loan-Backed Variable Funding Notes (the
“Notes”) which are described in a Series 2002-1 Supplement, dated as of
August 29, 2002, as amended from time to time (the “Indenture
Supplement”) among
Cendant Timeshare Conduit Receivables Funding, LLC (the “Issuer”),
Cendant Timeshare Resort Group--Consumer Finance, Inc., as Master Servicer (the
“Master
Servicer”) and
Wachovia Bank, National Association, as Trustee (the “Trustee”) and as
Collateral Agent. Capitalized terms not defined herein shall have the meaning
assigned to them in the Indenture Supplement.

 

2. This
letter is delivered to you [in connection with the delivery of the Fourth
Amendment to the Indenture Supplement] [in connection with the proposed
acquisition of a Note by the Class described below] and for purposes of
monitoring compliance with the restrictions set forth in subsection 4.11(b) of
the Series 2002-1 Supplement, and, specifically, for purposes of allowing the
Issuer to determine that, at all times the outstanding securities (other than
short-term paper) of the Issuer are beneficially owned by not more than 100
persons calculated in accordance with Section 3(c)(1) of the Investment Company
Act. 

 

3. We hereby
acknowledge, represent and agree with the Issuer [and if this letter is
delivered in connection with the transfer of a Note to us, with the Class which
is transferring the Note to us] all of the provisions set forth in subsection
4.11(c) of the Indenture Supplement. 

 

4. In
addition, we hereby specifically make the following representations and
warranties.

 

A. We
understand that the Issuer is not registered as an investment company under the
Investment Company Act of 1940, as amended (the “Investment
Company Act”), but
that the Issuer has an exception from registration as such by virtue of
Section 3(c)(1) of the Investment Company Act, which in general excludes
from the definition of an investment company any issuer whose outstanding
securities (other than 

 







G-1







 

 


short-term
paper) are beneficially owned by not more than 100 persons and which has not
made and does not propose to make a public offering of its
securities.

 

B. This
letter is delivered by the Class Agent on behalf of the Class name below and
with respect to a single Note issued to that Class and registered in the name of
the Class Agent.

 

C. On the
basis of certifications provided by each member of the Class for which the
undersigned serves as Class Agent, the members of the Class do not constitute
more than ___ persons for purposes of Section 3(c)(1) of the Investment Company
Act. If the number of persons stated in the prior sentence exceeds four, the
Issuer has given its express written consent to such larger number.

 

5. This
letter shall be for the benefit of the Issuer. We recognize that such parties
will rely upon the truth and accuracy of the representations and agreements set
forth in this letter.

 

This
letter and the representations and warranties contained herein are being
delivered as of _____________.

 







Class to
which this Noteholder’s Letter Relates:







_______________________________________

[Name of
Class Agent],

as Class
Agent for the Class of which the entities listed in the Certificate of Class
Member are the only members










By:_______________________________________      

Name:

Title:

 




 

[Form of
certificate to be provided by the members of the Class]




Certificate
of Class Member







____________________,
[the “Member”], as a member of the _____________ Class, hereby certifies that it
constitutes not more than ____ person[s] for purposes of Section 3(c)(1) of the
Investment Company Act.










G-2












 

In
connection with the forgoing statement, the Member hereby states
that:




It
understands that the Issuer will not register as an investment company under the
U.S. Investment Company Act of 1940, as amended (the "1940 Act"), nor will it
make a public offering of its securities within the United States. It
understands that the Issuer intends to comply with Section 3(c)(1) of the 1940
Act, and, accordingly, the number of investors will be limited to no more than
100 beneficial owners within the meaning of the 1940 Act.




In making
the certification set forth in the first paragraph above, the Member:






	 	
      (a)
	
      Certifies
      that either (A) (i) it was not formed and is not operated for the purpose
      of investing in the Issuer, (ii) it does not invest more than 40% of its
      total assets in the Issuer, (iii) each of the Member’s beneficial owners
      participates in investments made by the Member pro rata in accordance with
      its interest in the Member and, accordingly, its beneficial owners cannot
      opt in or out of investments made by the Member or decide the amount of
      their participation, and (iv) its beneficial owners did not and will not
      contribute additional capital (other than previously committed capital)
      for the purpose of purchasing the Notes or (B) the Member is unable
      to make all of the representations contained in the preceding provision
      (A) and has, therefore, calculated the number of the Member's beneficial
      owners for purposes of the 1940 Act and has determined that number to be
      as stated in paragraph (c) below.








	 	
      (b)
	
      Certifies
      that either (A) it is not a registered investment company, or a company
      that is excluded from the definition of investment company solely by
      reason of the provisions of either Section 3(c)(1) or Section 3(c)(7) or
      Section 7(d) of the 1940 Act or (B) the Member is unable to make all of
      the representations contained in the preceding provision (A) and has,
      therefore, calculated the number of the Member's beneficial owners for
      purposes of the 1940 Act and has determined that number to be stated as in
      paragraph (c) below.








	(c)  	
      The
      number of beneficial owners of the Member is not more than
      _________.







This
certification is being delivered as of ____________.










By:
_______________________________ 

Name:

























G-3