Series 2002-1 Supplement (Fairfield) dated Nov 14, 2005




EXHIBIT
10.4




EXECUTION
COPY 




 

SERIES
2002-1 SUPPLEMENT

Dated as
of August 29, 2002

 

to

 

MASTER
LOAN PURCHASE AGREEMENT

Dated as
of August 29, 2002

 

Amended
and Restated as of November 14, 2005

 

CENDANT
TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC

LOAN-BACKED

VARIABLE
FUNDING NOTES,

SERIES
2002-1

 

by and
between

 

CENDANT
TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC.,

 

as
Seller

 

FAIRFIELD
RESORTS, INC.,

 

as
Co-Originator

 

FAIRFIELD
MYRTLE BEACH, INC.,

 

as
Co-Originator

 

KONA
HAWAIIAN VACATION OWNERSHIP, LLC, 

as an
Originator




SHAWNEE
DEVELOPMENT, INC., 

as an
Originator




SEA
GARDENS BEACH AND TENNIS RESORT, INC.,

 

VACATION
BREAK RESORTS, INC.,

 

VACATION
BREAK RESORTS AT STAR ISLAND, INC.,

 

PALM
VACATION GROUP

 

and

 

OCEAN
RANCH VACATION GROUP,

 

each as a
VB Subsidiary

 

PALM
VACATION GROUP

 

and

 

OCEAN
RANCH VACATION GROUP,

 

each as a
VB Partnership

 

and

 

SIERRA
DEPOSIT COMPANY, LLC

as
Purchaser






















TABLE
OF CONTENTS




 

 


	 	 	 	 Page	 
	 	
      Section
      1.
	
      Definitions
	
      2
	 
	 	
      Section
      2.
	
      Sale
	
      7
	 
	 	 	
      (a)
      Series 2002-1 Loans
	
      7
	 
	 	 	
      (b)
      Filing of Financing Statements
	
      8
	 
	 	 	
      (c)
      Delivery of Series 2002-1 Loan Schedule
	
      8
	 
	 	 	
      (d)
      Purchase of Additional Series 2002-1 Loans
	
      8
	 
	 	 	
      (e)
      Treatment as Sale
	
      9
	 
	 	 	
      (f)
      Recharacterization
	
      9
	 
	 	 	
      (g)
      Security Interest in Transferred Assets
	
      9
	 
	 	 	
      (h)
      Quitclaim of All Right, Title and Interest by FMB, the VB 

      Subsidiaries,
      FRI, Kona and SDI
	
      10
	 
	 	 	
      (i)
      Transfer of Loans
	
      11
	 
	 	
      Section
      3.
	
      Purchase
      Price
	
      12
	 
	 	
      Section
      4.
	
      Payment
      of Purchase Price
	
      12
	 
	 	
      Section
      5.
	
      Conditions
      Precedent to Sale of Series 2002-1 Loans
	
      12
	 
	 	
      Section
      6.
	
      Representations
      and Warranties of the Seller, FRI, FMB and the VB
    Subsidiaries
	
      13
	 
	 	 	
      (a)
      [Reserved]
	
      13
	 
	 	 	
      (b)
      Representations and Warranties Regarding the Series 2002-1
      Loans
	
      13
	 
	 	
      Section
      7
	
      Repurchases
      or Substitution of Series 2002-1 Loans
	
      14
	 
	 	 	
      (a)
      Repurchase or Substitution Obligation
	
      14
	 
	 	 	
      (b)
      Repurchases and Substitutions
	
      14
	 
	 	 	
      (c)
      Repurchases of Series 2002-1 Loans that Become Defaulted
    Loans
	
      16
	 
	 	 	
      (d)
      Maximum Repurchases
	
      16
	 
	 	
      Section
      8.
	
      Covenants
      of the Seller and FRI
	
      16
	 
	 	
      Section
      9.
	
      Representations
      and Warranties of the Company
	
      16
	 
	 	
      Section
      10.
	
      Covenants
      of the Company
	
      16
	 
	 	
      Section
      11.
	
      Miscellaneous
      Provisions
	
      16
	 
	 	 	
      (m)
      Ratification of Agreement 
	
      16
	 
	 	 	
      (n)
      Amendment
	
      16
	 
	 	 	
      (o)
      Counterparts 
	
      16
	 










-i-













TABLE
OF CONTENTS

(continued)





	 	 	 	 Page	 
	 	 	
      (p)
      GOVERNING LAW 
	
      16
	 
	 	 	
      (q)
      Successors and Assigns
	
      16
	 

 







-ii-












 

THIS
PURCHASE AGREEMENT SUPPLEMENT (this “PA
Supplement”), dated
as of August 29, 2002, as amended and restated as of November 14, 2005, is by
and between CENDANT TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC., a Delaware
corporation formerly known as Fairfield Acceptance Corporation-Nevada, as seller
(the “Seller”),
FAIRFIELD RESORTS, INC., a Delaware corporation and the parent corporation of
the Seller, as co-originator (“FRI”),
FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation and a wholly-owned
subsidiary of FRI, as co-originator (“FMB”), KONA
HAWAIIAN VACATION OWNERSHIP, LLC, a Hawaii limited liability company, as an
Originator (“Kona”),
SHAWNEE DEVELOPMENT, INC., a Pennsylvania corporation (“SDI”), SEA
GARDENS BEACH AND TENNIS RESORT, INC., a Florida corporation (“Sea
Gardens”),
VACATION BREAK RESORTS, INC., a Florida corporation (“VBR”),
VACATION BREAK RESORTS AT STAR ISLAND, INC., a Florida corporation
(“VBRS”) (each
of Sea Gardens, VBR and VBRS being wholly-owned subsidiaries of Vacation Break,
USA, Inc., a wholly-owned subsidiary of FRI), PALM VACATION GROUP, a Florida
general partnership (“PVG”), OCEAN
RANCH VACATION GROUP, a Florida general partnership (“ORVG”) (each
of Sea Gardens, VBR, VBRS, PVG and ORVG are hereinafter collectively referred to
as the “VB
Subsidiaries” and PVG
and ORVG are hereinafter collectively referred to as the “VB
Partnerships”) and
SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as purchaser
(hereinafter referred to as the “Purchaser” or the
“Company”).

 

Section 2
of the Agreement provides that the Seller may from time to time sell and assign
to the Company, and the Company may from time to time Purchase from the Seller,
all the Seller’s right, title and interest in, to and under Loans listed on the
Loan Schedule of the related PA Supplement on the Closing Date for the related
Series. The principal terms of the Purchase and sale of Loans for each Series
shall be set forth in a PA Supplement to the Agreement.

 

Pursuant
to this PA Supplement and in accordance with Section 2 of the Agreement,
the Seller hereby sells to the Company, and the Company hereby Purchases from
the Seller, the Series 2002-1 Loans, and the Seller and the Company hereby
specify the principal terms of such sales and Purchases.

 

The
Company has determined with the agreement of the Seller that Loans purchased
from the Seller may be sold to Cendant Timeshare Conduit Receivables Funding,
LLC, formerly known as Sierra Receivables Funding Company, LLC (the “Initial
Issuer”) and pledged to secure notes issued by the Initial Issuer or may be sold
by the Company to an Additional Issuer and pledged to secure Notes issued by the
Additional Issuer. The Company may also, from time to time, purchase Loans from
the Initial Issuer and transfer such Loans to an Additional Issuer to be pledged
to secure an Additional Series.

 

The
Seller and the Company agree that Loans sold to the Company under the Agreement
and the PA Supplement retain their character as Series 2002-1 Loans whether sold
to and retained by the Initial Issuer or reacquired by the Company and
transferred to an Additional Issuer.

 

The PA
Supplement supplements the Master Loan Purchase Agreement dated as of August 29,
2002, as amended and restated as of November 14, 2005 and as amended from time


 







1












 

to time.
The Master Loan Purchase Agreement, as so amended, is the “Agreement.” Terms
used in this Amendment and not defined herein have the meaning assigned in the
Agreement.

 

Section
1.  Definitions.

 

All
capitalized terms used herein and not otherwise defined herein have the meanings
ascribed to them in the Agreement. Each capitalized term defined herein shall
relate only to the Series 2002-1 Loans and to no other Loans purchased by the
Company from the Seller.

 

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 PA Supplement shall be controlling.

 

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

 

“Addition
Date” shall
mean the date from and after which Additional Loans are sold pursuant to Section
2(d).

 

“Agreement” shall
mean the Master Loan Purchase Agreement dated as of August 29, 2002, as amended
and restated as of November 14, 2005, by and between the Seller, FRI, FMB, Kona,
SDI, the VB Subsidiaries, the VB Partnerships and the Purchaser, as the same may
be amended, supplemented or otherwise modified from time to time thereafter in
accordance with its terms.

 

“Assignment” shall
have the meaning set forth in Section 2(d)(iii)(E).

 

“Closing
Date” shall
mean August 29, 2002.

 

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

 

“Cut-Off
Date” shall
mean August 27, 2002.

 

“Cut-Off
Date Pool Principal Balance” shall
have the meaning set forth in Section 3.

 

“Eligible
Loan” shall
mean a Series 2002-1 Loan:

 


	 	
      (a)
	
      with
      respect to which (i) the related Timeshare Property is not a Lot, (ii) the
      related Timeshare Property has been purchased by an Obligor, (iii) except
      in the case of a Green Loan, a certificate of occupancy for the related
      Timeshare Property has been issued, (iv) except in the case of a Green
      Loan, the unit for the related Timeshare Property is complete and ready
      for occupancy, is not in need of material maintenance or repair, except
      for ordinary, routine maintenance and repairs that are not substantial in
      nature or cost and contains no structural defects materially affecting its
      value, (v) the related Timeshare Property Regime is not in need of
      maintenance or repair, except for ordinary, routine maintenance and
      repairs that are not substantial in nature or cost and contains no
      structural defects materially affecting its value, (vi) there is no legal,
      judicial or administrative proceeding pending, or to the Seller’s
      knowledge threatened, for the total condemnation of the related Timeshare
      Property or partial condemnation of any portion of the related Timeshare
      Property Regime that would have a material adverse effect on the value of
      the related Timeshare 




 







2












 


	 	
       
	
      Property
      Regime is not in need of maintenance or repair, except for ordinary,
      routine maintenance and repairs that are not substantial in nature or cost
      and contains no structural defects materially affecting its value, (vi)
      there is no legal, judicial or administrative proceeding pending, or to
      the Seller’s knowledge threatened, for the total condemnation of the
      related Timeshare Property or partial condemnation of any portion of the
      related Timeshare Property Regime that would have a material adverse
      effect on the value of the related Timeshare Property and (vii) the
      related Timeshare Property is not related to a Resort located outside of
      the United States, Canada, Mexico or the United States Virgin
      Islands;




 


	 	
      (b)
	
      with
      respect to which the rights of the Obligor thereunder are subject to
      declarations, covenants and restrictions of record affecting the Resort;
      provided,
      however,
      that a Series 2002-1 Loan shall not fail to be an Eligible Loan solely
      because the rights of the Obligor thereunder have been subjected to the
      FairShare Plus Program;




 


	 	
      (c)
	
      in
      the case of a Series 2002-1 Loan that is an Installment Contract, with
      respect to which the Seller has a valid ownership or security interest in
      an underlying Timeshare Property, subject only to Permitted Encumbrances,
      unless the criteria in paragraph (d) are
satisfied;




 


	 	
      (d)
	
      with
      respect to which (i) if the related Timeshare Property has been deeded to
      the Obligor of the related Series 2002-1 Loan, (A) the Originator has a
      valid and enforceable first lien Mortgage on such Timeshare Property,
      except as such enforceability may be limited by Debtor Relief Laws and as
      such enforceability may be limited by general principles of equity,
      regardless of whether such enforceability is considered in a proceeding in
      equity or at law, (B) such Mortgage and related mortgage note have been
      assigned to the Collateral Agent, (C) such Mortgage and the related note
      for such Mortgage have been transferred or will be transferred to the
      custody of the Custodian in accordance with the provisions of Section
      6(c)(i) of the Agreement and (D) if any Mortgage relating to such Series
      2002-1 Loan is a deed of trust, a trustee duly qualified under applicable
      law to serve as such has been properly designated in accordance with
      applicable law and currently so serves or (ii) if the related Timeshare
      Property has not been deeded to the Obligor of the related Series 2002-1
      Loan, a Nominee has legal title to such Timeshare Property and the Seller
      has an equitable interest in such Timeshare Property underlying the
      related Series 2002-1 Loan;




 


	 	
      (e)
	
      that
      was issued in a transaction that complied, and is in compliance, in all
      material respects with all material requirements of applicable federal,
      state and local law;




 


	 	
      (f)
	
      that
      requires the Obligor to pay the unpaid principal balance over an original
      term of not greater than 120 months and (ii) the original term of which
      does not exceed 84 months unless (A) the Series 2002-1 Loan relates to a
      Timeshare 




 







3












 


	 	
       
	
      Upgrade
      or (B) the weighted average FICO score of all such Series 2002-1 Loans
      with original terms longer than 84 months is at least 640 and (x) with
      respect to Series 2002-1 Loans sold prior to November 14, 2005 has a FICO
      score not less than 600 or (xi) with respect to Series 2002-1 Loans sold
      on or after November 14, 2005 has a FICO score not less than
      550;




 


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




 


	 	
      (h)
	
      that
      is not a Defective Loan or a Defaulted
Loan;




 


	 	
      (i)
	
      that,
      with respect to Loans sold prior to July 28, 2004,
      (i) is not a Delinquent Loan as of the Cut-Off Date or related
      Addition Cut-Off Date, as applicable, and (ii) with respect to which
      no Scheduled Payment was (A) delinquent for more than 30 days past
      its Due Date more than once during the 18-month period preceding the
      Cut-Off Date or related Addition Cut-Off Date, as applicable, with respect
      to such Series 2002-1 Loan, or (B) delinquent for more than 60 days
      at any time during such 18-month period (each such determination under
      this clause (ii) being made without giving effect to the grant of any
      extension of the Due Date of any such Scheduled Payment);
    or




 


	 	
      
	
      that,
      with respect to Loans sold on or after July 28, 2004,
      that is not a Delinquent Loan and, unless it is a Permitted Deferred Loan,
      it has never been a Defaulted Loan, as of the Addition Cut-Off
      Date.




 


	 	
      (j)
	
      that
      does not finance the purchase of credit life
insurance;




 


	 	
      (k)
	
      with
      respect to any Loan sold prior to July 28, 2004,
      no Due Date thereunder occurring after the Cut-Off Date or the related
      Addition Cut-Off Date, as applicable, has been deferred; (this
      provision (k) shall not be applicable to Loans sold on or after July 28,
      2004);




 


	 	
      (l)
	
      with
      respect to Loans sold prior to July 28, 2004,
      the related Timeshare Property (A) consists of a Fixed Week or a UDI and
      (B) if it consists of a Fixed Week, it has been converted into a UDI
      or has become subject to the FairShare Plus Program, which conversion or
      other modification does not give rise to the extension of the maturity of
      any payments under such Series 2002 1 Loan;
or




 


	 	
      
	
      with
      respect to Loans sold on or after July 28, 2004,
      the related Timeshare Property (A) consists of a Fixed Week or a UDI and
      (B) if it consists of a Fixed Week, (i) it has been converted or is
      convertible into a UDI or has become subject to the FairShare Plus
      Program, which conversion into a UDI or any modification made in
      connection with the FairShare Plus Program does not or would not give rise
      to the extension of the maturity of any payments under such Series 2002 1
      Loan or with
      respect to Loans sold on or after November 14, 2005
      (ii) it is an Acquired Portfolio Loan;




 







4












 


	 	
      (m)
	
      that
      (i) either (A) has been transferred by FRI to CTRG-CF pursuant to the
      Operating Agreement, (B) in the case of any Series 2002 1 Loan originated
      by an Originator other than FRI or any Loan related to the Dolphin’s Cove
      Resort, has been transferred by such Originator to FRI pursuant to the
      Operating Agreement and in the case of any Loan related to the Dolphin’s
      Cove Resort, was originated by Dolphin’s Cove Resort, Ltd., a California
      limited partnership, and was transferred to FRI pursuant to a receivables
      purchase agreement dated December 29, 2000 by and between Dolphin’s Cove
      Resort, Ltd. and FRI or (C) with
      respect to Loans sold on or after November 14, 2005,
      was originated by another entity and transferred to CTRG-CF pursuant to
      the Operating Agreement or pursuant to another agreement acceptable to
      CTRG-CF and the originator has provided to the Company a written quitclaim
      of all right, title and interest of such originator in the Loan which
      quitclaim shall be substantially similar to those provisions contained in
      Section 2(h) of this PA Supplement and (ii) in the case of any Loans sold
      to the Purchaser on the Closing Date, such Loans were sold by Fairfield
      Receivables Corporation to CTRG-CF pursuant to an Assignment of Contracts
      and Mortgages, dated as of August 29, 2002;




 


	 	
      (n)
	
      that
      was originated by an Originator and has been consistently serviced by
      CTRG-CF, in each case in the ordinary course of its respective business
      and in accordance with Customary Practices and Credit Standards and
      Collection Policies; or, with
      respect to Loans sold on or after November 14, 2005,
      was acquired by CTRG-CF directly or indirectly from the originator of such
      Loan and within a period of not more than 120 days after such acquisition,
      CTRG-CF has undertaken the servicing of such Loan either directly or
      through a contractual agreement with a third party reasonably acceptable
      to CTRG-CF; 




 


	 	
      (o)
	
      that
      has not been specifically reserved against by the Seller or classified by
      CTRG-CF or FRI as uncollectible or charged
off;




 


	 	
      (p)
	
      that
      arises from transactions in a jurisdiction in which FRI and each
      Subsidiary of FRI (other than the Purchaser and the Issuer) that conducts
      business in such jurisdiction is duly qualified to do business, except
      where the failure to so qualify will not adversely affect or impair the
      legality, validity, binding effect and enforceability of such Series
      2002-1 Loan;




 


	 	
      (q)
	
      that
      has not been cancelled or terminated by the related Obligor (regardless of
      whether such Obligor is legally entitled to do so) and constitutes a
      legal, valid, binding and enforceable obligation of the related Obligor,
      except as such enforceability may be limited by Debtor Relief Laws and as
      such enforceability may be limited by general principles of equity,
      regardless of whether such enforceability is considered in a proceeding in
      equity or at law;




 


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




 







5












 


	 	
      (s)
	
      with
      respect to which (i) the downpayment has been made and (ii) no statutory
      rescission rights with respect to the related Obligor are continuing as of
      the Cut-Off Date or related Addition Cut-Off Date, as
      applicable;




 


	 	
      (t)
	
      that
      had an Equity Percentage of 10% or more at the time of the sale of the
      related Timeshare Property to the related Obligor (or, in the case of a
      Loan relating to a Timeshare Upgrade, an Equity Percentage of 10% or more
      of the value of all vacation credits owned by the related
      Obligor);




 


	 	
      (u)
	
      with
      respect to which the related Obligor has not at any time made a written
      request for rescission of such Series 2002-1 Loan or otherwise stated in
      writing that it does not intend to consummate such Loan or to fully
      perform under such Series 2002-1 Loan;




 


	 	
      (v)
	
      that
      is not a Series 2002-1 Loan originated under an Alliance
      Program;




 


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




 


	 	
      (x)
	
      as
      of the Cut-Off Date or related Addition Cut-Off Date, as applicable, has
      an outstanding loan balance not greater than $100,000;
  and




 


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




 

“Excess
Concentration Amount” shall
have the meaning set forth in the Series 2002-1 Supplement.

 

“Noteholder” shall
mean any Series 2002-1 Noteholder and any holder of a note of any Additional
Series.

 

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

 

“Permitted
Deferred Loan” shall
mean a Loan with respect to which the Obligor has been granted an extension of
the time required to pay the amounts due thereon, provided that (i) any such
extension was made in accordance with the Credit Standards and Collection
Policies and Customary Practices and (ii) such Loan is not a Delinquent Loan as
of the Addition Cut-Off Date.

 

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

 







6












 

“Purchase” shall
have the meaning set forth in Section 2(e).

 

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

 

“Repurchase
Date” shall
have the meaning set forth in Section 7.

 

“Repurchase
Price” shall
have the meaning set forth in Section 7.

 

“Series
Termination Date” shall
mean, with respect to Series 2002-1, the date on which all obligations with
respect to the Series 2002-1 Notes issued under the Series 2002-1 Supplement
have been paid in full and the Series 2002-1 Supplement is discharged and, with
respect to any Additional Series, the date set forth in the related Indenture
and Servicing Agreement.

 

“Series
2002-1 Additional Loan” shall
mean each Additional Loan constituting one of the Series 2002-1 Loans Purchased
from the Seller on an Addition Cut-Off Date and listed on Schedule 1 to the
related Assignment.

 

“Series
2002-1 Loan” shall
mean each Loan listed from time to time on the Series 2002-1 Loan Schedule
whether such Loan is at such time a Series 2002-1 Pledged Loan or is pledged to
secure an Additional Series.

 

“Series
2002-1 Loan Schedule” shall
mean the Loan Schedule for the Series 2002-1 Loans.

 

“Series
2002-1 Noteholder” shall
mean any Noteholder under the Series 2002-1 Supplement.

 

“Series
2002-1 Pledged Loan” shall
have the meaning set forth in the Series 2002-1 Supplement.

 

“Series
2002-1 Supplement” shall
mean the supplement to the Master Indenture and Servicing Agreement executed and
delivered in connection with the original issuance of the Series 2002-1 Notes
and all amendments thereof and supplements thereto.

 

“Substitution
Adjustment Amount” shall
have the meaning set forth in Section 7.

 

Section
2.  Sale.

 

(a)  Series
2002-1 Loans. Subject
to the terms and conditions and in reliance on the representations, warranties,
and covenants and agreements set forth in the Agreement and this PA Supplement,
the Seller hereby sells and assigns to the Company, and the Company hereby
Purchases from the Seller, without recourse except as specifically set forth
herein, all of the Seller’s right, title and interest in, to and under the
Initial Loans listed on the Series 2002-1 Loan Schedule delivered on the Closing
Date, together with all other Transferred Assets relating thereto. The Series
2002-1 Additional Loans existing at the close of business on the related
Addition Cut-Off Date and all other Transferred Assets relating thereto shall be
sold by the Seller and purchased by the Company on the related Addition Date.
Notwithstanding the

 







7












 

 foregoing,
and for avoidance of doubt, the Seller does not assign, and the Purchaser does
not agree to assume, any obligations specific to FRI or any Originator as
developer of any Timeshare Property underlying an Installment
Contract.

 

(b)  Filing
of Financing Statements. In
connection with the foregoing sale, the Seller agrees to record and file a
financing statement or statements (and continuation statements or other
amendments with respect to such financing statements) with respect to the Series
2002-1 Loans and related Transferred Assets described in Section 2(a) sold by
the Seller hereunder meeting the requirements of applicable state law in such
manner and in such jurisdictions as are necessary to perfect the interests of
the Purchaser created hereby under the applicable UCC and to deliver a
file-stamped copy of such financing statements and continuation statements (or
other amendments) or other evidence of such filings to the
Purchaser.

 

(c)  Delivery
of Series 2002-1 Loan Schedule. In
connection with the sale and conveyance hereunder, the Seller agrees on or prior
to the Closing Date and on or prior to the applicable Addition Date (in the case
of Additional Series 2002-1 Loans) to indicate or cause to be indicated clearly
and unambiguously in its accounting, computer and other records that the Series
2002-1 Loans and related Transferred Assets have been sold to the Purchaser
pursuant to this PA Supplement. In addition, in connection with the sale and
conveyance hereunder, the Seller agrees on or prior to the Closing Date and on
or prior to the applicable Addition Date (in the case of Additional Series
2002-1 Loans) to deliver to the Company a Series 2002-1 Loan Schedule for such
Series 2002-1 Loans or Additional Series 2002-1 Loans. The Seller and the
Company agree that the Series 2002-1 Loan Schedule shall include all Loans sold
under the Agreement and this PA Supplement whether such Loans are Series 2002-1
Pledged Loans or are pledged to secure an Additional Series.

 

(d)  Purchase
of Additional Series 2002-1 Loans.

 

(i) [Reserved].

 

(ii) The
Seller may, with the consent of the Purchaser, designate Eligible Loans to be
sold as Additional Series 2002-1 Loans.

 

(iii) On the
Addition Date with respect to any Additional Series 2002-1 Loans, such
Additional Series 2002-1 Loans shall become Series 2002-1 Loans, and the
Purchaser shall Purchase the Seller’s right, title and interest in, to and under
the Additional Series 2002-1 Loans and the other related Transferred Assets as
provided in the Assignment, subject to the satisfaction of the following
conditions on such Addition Date:

 

(A) The
Seller shall have delivered to the Purchaser copies of UCC financing statements
covering such Additional Series 2002-1 Loans, if necessary to perfect the
Purchaser’s first priority interest in such Series 2002-1 Additional Loans and
the other related Transferred Assets;

 

(B) On each
of the Addition Cut-Off Date and the Addition Date, the sale of such Additional
Series 2002-1 Loans and the other related Transferred 

 







8












 

Assets to
the Purchaser shall not have caused the Seller’s insolvency or have been made in
contemplation of the Seller’s insolvency;

 

(C) No
selection procedure shall have been utilized by the Seller that would result in
a selection of such Additional Series 2002-1 Loans (from the Eligible Loans
available to the Seller) that would be materially adverse to the interests of
the Purchaser as of the Addition Date;

 

(D) The
Seller shall have indicated in its accounting, computer and other records that
the Additional Series 2002-1 Loans and the other related Transferred Assets have
been sold to the Purchaser and shall have delivered to the Purchaser the
required Series 2002-1 Loan Schedule;

 

(E) The
Seller and the Purchaser shall have entered into a duly executed, written
assignment substantially in the form of Exhibit B to the Agreement (an
“Assignment”);

 

(F) The
Seller shall have delivered to the Purchaser an Officer’s Certificate of the
Seller dated the Addition Date, confirming, to the extent applicable, the items
set forth in Section 2(d)(iii) (A) through (E); and

 

(G) The
Purchaser shall have paid the Additional Pool Purchase Price as provided in
Section 3 of the Agreement.

 

(iv) The
Seller shall have no obligation to sell the Additional Series 2002-1 Loans if it
has not been paid the Additional Pool Purchase Price therefor.

 

(e)  Treatment
as Sale. It is
the express and specific intent of the parties that the sale of the Series
2002-1 Loans and related Transferred Assets from the Seller to the Company as
provided in this Section 2 (the “Purchase”) is and
shall be construed for all purposes as a true and absolute sale of such Series
2002-1 Loans and related Transferred Assets, shall be absolute and irrevocable
and provide the Company with the full benefits of ownership of the Series 2002-1
Loans and related Transferred Assets and will be treated as such for all federal
income tax reporting and all other purposes.

 

(f)  Recharacterization. Without
prejudice to the provisions of Section 2(e) providing for the absolute transfer
of the Seller’s interest in the Series 2002-1 Loans and related Transferred
Assets to the Company, in order to secure the prompt payment and performance of
all of the obligations of the Seller to the Company and the Company’s assignees
arising in connection with the Agreement, this PA Supplement and the other
Facility Documents, whether now or hereafter existing, due or to become due,
direct or indirect, or absolute or contingent, the Seller hereby assigns and
grants to the Company a first priority security interest in all of the Seller’s
right, title and interest, whether now owned or hereafter acquired, if any, in,
to and under all of the Series 2002-1 Loans and related Transferred Assets and
the proceeds thereof.

 

(g)  Security
Interest in Transferred Assets. Each of
FRI, FMB, Kona, SDI, the VB Subsidiaries and the Seller acknowledges that the
Series 2002-1 Loans and related Transferred Assets are subject to the Lien of
the Series 2002-1 Supplement for the benefit of the 

 







9












 

Trustee
and the Series 2002-1 Noteholders (or to the Collateral Agent on behalf of the
Trustee and the Series 2002-1 Noteholders). With respect to Series 2002-1 Loans
and related Transferred Assets which have been released from the Lien of the
Series 2002-1 Supplement, conveyed to the Company and transferred by the Company
to an Additional Issuer, each of FRI, FMB, Kona, SDI, the VB Subsidiaries and
the Seller acknowledges that such Series 2002-1 Loans and related Transferred
Assets are subject to the Lien of the applicable Indenture and Servicing
Agreement for the benefit of the applicable Trustee and
Noteholders.

 

(h)  Quitclaim
of All Right, Title and Interest by FMB, the VB Subsidiaries, FRI, Kona and
SDI.

 


	 	
      (i)
	
      The
      parties hereto recognize that each of (A) FMB and the VB Subsidiaries
      has previously sold, transferred and assigned to FRI all of its right,
      title and interest in and to the Series 2002-1 Loans originated by it and
      (B) FRI has previously sold, transferred and assigned to the Seller all of
      its respective right, title and interest in and to the Series 2002-1 Loans
      originated by it or sold to it by FMB or the VB Subsidiaries, together
      with, in each case, the other related Transferred Assets. Each such sale,
      transfer and assignment has been made pursuant to the terms of the
      Operating Agreement and one or more blanket assignments executed by such
      parties in favor of FRI or the Seller, as applicable. For the avoidance of
      doubt and to further evidence the intent of the parties hereto that all
      right, title and interest in the Series 2002-1 Loans and related
      Transferred Assets are being sold and transferred to the Company pursuant
      to the Agreement and this PA Supplement, each of FRI, FMB and the VB
      Subsidiaries hereby irrevocably quitclaim all right, title and interest
      that any of them may have or be deemed to have in and to any of the Series
      2002-1 Loans and related Transferred Assets directly to the
      Company.




 


	 	
      (ii)
	
      To
      the extent that any quitclaim of the Series 2002-1 Loans and related
      Transferred Assets from FRI, FMB or the VB Subsidiaries to the Company
      contemplated by this Section 2(h) is not treated as a sale under
      applicable law, this PA Supplement shall constitute a security agreement
      under applicable law and, in order to secure the prompt payment and
      performance of all of the obligations of the Seller to the Company and the
      Company’s assignees arising in connection with the Agreement, this PA
      Supplement and the other Facility Documents, whether now or hereafter
      existing, due or to become due, direct or indirect, or absolute or
      contingent, each of FRI, FMB and the VB Subsidiaries, as applicable,
      hereby assigns and grants to the Company a first priority security
      interest in all of the right, title and interest of FRI, FMB or such VB
      Subsidiary, as applicable, whether now owned or hereafter acquired, if
      any, in, to and under all of the Series 2002-1 Loans and related
      Transferred Assets and the proceeds
thereof.




 







10












 


	 	
      (iii)
	
      The
      parties hereto recognize that each of (A) Kona and SDI has previously
      sold, transferred and assigned or simultaneously herewith do sell,
      transfer and assign to FRI all of their right, title and interest in and
      to the Series 2002-1 Loans originated by it and (B) FRI has previously
      sold, transferred and assigned or simultaneously herewith does sell,
      transfer and assign to the Seller all of its respective right, title and
      interest in and to the Series 2002-1 Loans originated by it or sold to it
      by Kona or SDI, together with, in each case, the other related Transferred
      Assets. Each such sale, transfer and assignment has been made or is being
      made pursuant to the terms of the Operating Agreement and one or more
      blanket assignments executed by such parties in favor of FRI or the
      Seller, as applicable. For the avoidance of doubt and to further evidence
      the intent of the parties hereto that all right, title and interest in the
      Series 2002-1 Loans and related Transferred Assets are being sold and
      transferred to the Company pursuant to the Agreement and the PA
      Supplement, each of Kona and SDI hereby irrevocably quitclaim all right,
      title and interest that they may have or be deemed to have in and to any
      of the Series 2002-1 Loans and related Transferred Assets directly to the
      Company.




 


		
      (iv) 
	
      To
      the extent that any quitclaim of the Series 2002-1 Loans and related
      Transferred Assets from Kona or SDI to the Company contemplated by this
      Section 2 is not treated as a sale under applicable law, this PA
      Supplement shall constitute a security agreement under applicable law and,
      in order to secure the prompt payment and performance of all of the
      obligations of the Seller to the Company and the Company’s assignees
      arising in connection with the Agreement, the PA Supplement and the other
      Facility Documents, whether now or hereafter existing, due or to become
      due, direct or indirect, or absolute or contingent, each of Kona and SDI,
      as applicable, hereby assign and grant to the Company a first priority
      security interest in all of the right, title and interest of Kona or SDI,
      as applicable, whether now owned or hereafter acquired, if any, in, to and
      under all of the Series 2002-1 Loans and related Transferred Assets and
      the proceeds thereof.




 

 

(i)  Transfer
of Loans. All
Series 2002-1 Loans conveyed to the Company hereunder shall be held by the
Custodian pursuant to the terms of either Custodial Agreement for the benefit of
the Company, the respective Issuers, the respective Trustees and the Collateral
Agent. Upon each Purchase hereunder, the Custodian shall execute and deliver to
the Company a certificate acknowledging receipt of the applicable Series 2002-1
Loans pursuant to either Custodial Agreement; provided that, with respect to a
Series 2002-1 Loan purchased on a Purchase Date, receipt shall be timely
delivered if it is delivered to the Company no later than 30 days after the
Purchase Date for that Loan.

 







11












 

Each of
FRI, the other Originators and the Seller acknowledges that the Company will
convey the Series 2002-1 Loans and the other related Transferred Assets to the
Initial Issuer or an Additional Issuer and that the Initial Issuer or Additional
Issuer will grant a security interest in the Series 2002-1 Loans and other
related Transferred Assets to the Collateral Agent pursuant to the applicable
Indenture and Servicing Agreement. Each of FRI, the other Originators and the
Seller agrees that, upon such grant, the Initial Issuer or the Additional Issuer
and the Collateral Agent may enforce all of the Seller’s and FRI’s obligations
hereunder and under the Agreement directly, including without limitation the
repurchase obligations of the Seller set forth in Section 7.

 

Section
3.  Purchase
Price.

 

The
Initial Series 2002-1 Loans had an aggregate unpaid principal balance of
$280,127,904.13 at the Cut-Off Date (such aggregate unpaid principal balance at
the Cut-Off Date being referred to herein as the “Cut-Off
Date Pool Principal Balance”). The
purchase price (the “Pool
Purchase Price”) for
the Loans sold on the Closing Date shall be $280,127,904.13. The purchase price
for Additional Loans sold on an Addition Date shall be the Additional Pool
Purchase Price.

 

Section
4.  Payment
of Purchase Price.

 

Sections
4(a) through (c) are set forth in the Agreement.

 

(d) Payment
for and delivery of the Series 2002-1 Loans being purchased by the Company on
the Closing Date shall take place at a closing at the offices of Orrick,
Herrington & Sutcliffe LLP, Washington Harbour, 3050 K Street, NW,
Washington, D.C. 20007, at 10:00 a.m. local time on the Closing Date, or such
other time and place as shall be mutually agreed upon among the parties
hereto.

 

Section
5.  Conditions
Precedent to Sale of Series 2002-1 Loans.

 

The
Purchaser’s obligations hereunder to Purchase and pay for the Series 2002-1
Loans and related Transferred Assets on the Closing Date are subject to the
fulfillment of the following conditions on or before the Closing
Date:

 


	 	
      (a)
	
      (i)
      The Purchaser shall have received the Series 2002-1 Pool Purchase
      Agreement relating to each Series 2002-1 Loan executed by all the parties
      thereto and (ii) all conditions precedent to the sale of the Series 2002-1
      Pool Loans thereunder shall have been fulfilled to the extent they are
      capable of being fulfilled prior to the performance by the Purchaser of
      its obligations under this PA Supplement.




 


	 	
      (b)
	
      The
      representations and warranties of each of the Seller, FRI, FMB and the VB
      Subsidiaries made in the Agreement and herein shall be true and correct in
      all material respects on the Closing Date.




 










12












 

Section
6.  Representations
and Warranties of the Seller, FRI, FMB and the VB
Subsidiaries.

 

(a)  [Reserved].

 

Sections
6(a)(i) through (xvii) are set forth in the Agreement.

 

(b)  Representations
and Warranties Regarding the Series 2002-1 Loans. The
Seller and FRI jointly and severally represent and warrant to the Company as of
the Cut-Off Date and Addition Cut-Off Date as to each Series 2002-1 Loan
conveyed on and as of the Closing Date or the related Addition Date, as
applicable (except as otherwise expressly stated) as follows:

 

(xxiii) Loan
Schedule. The
information set forth in the Series 2002-1 Loan Schedule is true and correct
with respect to such Series 2002-1 Loan.

 

(xxiv) Good
Title to Series 2002-1 Loans. The
Seller has good and marketable title to such Series 2002-1 Loan free and clear
of any Lien other than Permitted Encumbrances. The Seller has not sold, assigned
or pledged such Series 2002-1 Loan or any interest therein to any Person other
than the Company. With respect to the related Timeshare Property, either (A) a
generally accepted form of title insurance policy insuring the fee estate
ownership of the real property subject to the Timeshare Property Regime by the
Persons owning the respective interests therein and their successors and assigns
(1) was effective either at the time the Originator (or a Subsidiary thereof)
acquired the Timeshare Property or at the time of registration of the Timeshare
Property Regime, (2) is valid and remains in full force and effect and (3) was
issued by a title insurer qualified to do business in the applicable
jurisdiction; or (B) either at the time the Originator (or a Subsidiary thereof)
acquired the Timeshare Property or at the time of registration of the Timeshare
Property Regime, such fee estate ownership had been verified by an attorney’s
opinion of title, the form and substance of which is of a type acceptable for
purposes of registration of sales of Timeshare Properties and which may be
relied upon by Persons subsequently owning the respective interests therein and
their successors and assigns.

 

(xxv) No
Defaults. As of
the Cut-Off Date or related Addition Cut-Off Date, as applicable, such Series
2002-1 Loan is not a Defaulted Loan and no event has occurred which, with the
taking of any action or the expiration of any grace or cure period or both,
would cause such Series 2002-1 Loan to be a Defaulted Loan. None of the Seller,
FRI, FMB or the VB Subsidiaries has waived any such default, breach, violation
or event permitting acceleration with respect to such Series 2002-1
Loan.

 

(xxvi) Equal
Installments. Such
Series 2002-1 Loan has a fixed Loan Rate and provides for substantially equal
monthly payments that fully amortize the Series 2002-1 Loan over its
term.

 

(xxvii) Excess
Concentration Amount. The
Purchase of such Series 2002-1 Loan occurring on such Closing Date or Addition
Date, as applicable, and the inclusion of such Series 2002-1 Loan as a Series
2002-1 Pledged Loan pursuant to the 

 







13












 

Series
2002-1 Supplement to the Indenture and Servicing Agreement, does not cause an
increase in the Excess Concentration Amount.

 

Sections
6(b)(i) through (xxii) are set forth in the Agreement.

 

Section
7.  Repurchases
or Substitution of Series 2002-1 Loans.

 

The
parties understand and agree that references in this Section 7 to the Issuer,
Trustee or Master Servicer, shall in each case refer to the Issuer, Trustee or
Master Servicer for the Series to which the Loan to be repurchased is then
pledged.

 

(a)  Repurchase
or Substitution Obligation. Subject
to Section 7(b), upon discovery by the Seller or upon written notice from the
Company, the Issuer or the Trustee that any Series 2002-1 Loan is a Defective
Loan, the Seller shall, within 90 days after the earlier of its discovery or
receipt of notice thereof, cure such Defective Loan in all material respects or
either (i) repurchase such Defective Loan from the Company or its assignee at
the Repurchase Price or (ii) substitute one or more Qualified Substitute Loans
for such Defective Loan. For purposes of this Agreement, the term “Repurchase
Price” shall
mean an amount equal to the outstanding Principal Balance of such Defective Loan
as of the close of business on the Due Date immediately preceding the Payment
Date on which the repurchase is to be made, plus accrued but unpaid interest
thereon to the date of the repurchase. The Company hereby directs the Seller,
for so long as the Indenture and Servicing Agreement is in effect, to make such
payment on its behalf to the Collection Account pursuant to Section 7(b). The
following defects with respect to documents in any Loan File, solely to the
extent they do not impair the validity or enforceability of the subject document
under applicable law, shall not be deemed to constitute a breach of the
representations and warranties contained in Section 6(b): misspellings of or
omissions of initials in names; name changes from divorce or marriage;
discrepancies as to payment dates in a Series 2002-1 Loan of no more than 30
days; discrepancies as to Scheduled Payments of no more than $5.00;
discrepancies as to origination dates of not more than 30 days; inclusion of
additional parties other than the primary Obligor not listed in the Master
Servicer’s records or in the Series 2002-1 Loan Schedule and non-substantive
typographical errors and other non-substantive minor errors of a clerical or
administrative nature.

 

(b)  Repurchases
and Substitutions. The
Seller shall provide written notice to the Company of any repurchase pursuant to
Section 7(a) not less than two Business Days prior to the date on which such
repurchase is to be effected, specifying the Defective Loan and the Repurchase
Price therefor. Upon the repurchase of a Defective Loan pursuant to Section
7(a), the Seller shall deposit the Repurchase Price in the Collection Account on
behalf of the Company no later than 12:00 noon, New York time, on the Payment
Date on which such repurchase is made (the “Repurchase
Date”).

 

If the
Seller elects to substitute a Qualified Substitute Loan or Loans for a Defective
Loan pursuant to this Section 7(b), the Seller shall deliver such Qualified
Substitute Loan in the same manner as the other Series 2002-1 Loans sold
hereunder, including delivery of the applicable Loan Documents as required
pursuant to either Custodial Agreement and satisfaction of the same conditions
with respect to such Qualified Substitute Loan as to the Purchase of Additional
Loans set forth in Section 2(d)(iii). Payments due with respect to Qualified
Substitute Loans prior to the last day of the Due Period next preceding the date
of 

 







14












 

substitution
shall not be property of the Company, but will be retained by the Master
Servicer and remitted by the Master Servicer to the Seller on the next
succeeding Payment Date. Scheduled Payments due on a Defective Loan prior to the
last day of the Due Period next preceding the date of substitution shall be
property of the Company, and after such last day of the Due Period next
preceding the date of substitution the Seller shall be entitled to retain all
Scheduled Payments due thereafter and other amounts received in respect of such
Defective Loan. The Seller shall cause the Master Servicer to deliver a schedule
of any Defective Loans so removed and Qualified Substitute Loans so substituted
to the Company, and such schedule shall be an amendment to the Series 2002-1
Loan Schedule. Upon such substitution, the Qualified Substitute Loan or Loans
shall be subject to the terms of this PA Supplement in all respects, the Seller
shall be deemed to have made the representations and warranties with respect to
each Qualified Substitute Loan set forth in Section 6(b) of the Agreement and
this PA Supplement and Section 6(c) of the Agreement, in each case as of the
date of substitution, and the Seller shall be deemed to have made a
representation and warranty that each Loan so substituted is an Qualified
Substitute Loan as of the date of substitution. The Seller shall be obligated to
repurchase or substitute for any Eligible Substitute Loan as to which the Seller
has breached the Seller’s representations and warranties in Section 6(b) to the
same extent as for any other Series 2002-1 Loan, as provided herein. In
connection with the substitution of one or more Qualified Substitute Loans for
one or more Defective Loans, the Master Servicer shall determine the amount
(such amount, a “Substitution
Adjustment Amount”), if
any, by which the aggregate principal balance of all such Qualified Substitute
Loans as of the date of substitution is less than the aggregate principal
balance of all such Defective Loans (after application of the principal portion
of the Scheduled Payments due in the month of substitution that are to be
distributed to the Company in the month of substitution). The Seller shall
deposit the amount of such shortfall into the Collection Account in immediately
available funds on the date of substitution, without any reimbursement
therefor.

 

Upon each
repurchase or substitution, the Company shall automatically and without further
action sell, transfer, assign, set over and otherwise convey to the Seller,
without recourse, representation or warranty, all of the Company’s right, title
and interest in and to the related Defective Loan, the related Timeshare
Property, the Loan File relating thereto and any other related Transferred
Assets, 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 transfer,
subject to the payment of any Substitution Adjustment Amount). The Company shall
execute such documents, releases and instruments of transfer or assignment and
take such other actions as shall reasonably be requested by the Seller to effect
the conveyance of such Defective Loan, the related Timeshare Property and
related Loan File pursuant to this Section 7(b).

 

Promptly
after the occurrence of a Repurchase Date and after the repurchase of Defective
Loans in respect of which the Repurchase Price has been paid on such date, the
Seller shall direct the Master Servicer to delete such Defective Loans from the
Series 2002-1 Loan Schedule.

 

The
obligation of the Seller to repurchase or substitute for any Defective Loan
shall constitute the sole remedy against the Seller, FRI or their Affiliates
with respect to any breach of the representations and warranties set forth in
Section 6(b) available hereunder to the Company or its successors or
assigns.

 







15












 

(c)  Repurchases
of Series 2002-1 Loans that Become Defaulted Loans. If any
Series 2002-1 Loan becomes a Defaulted Loan during any Due Period, the Seller
may repurchase such Defaulted Loan from the Company or its assignees at the
Repurchase Price therefor and in accordance with the additional provisions
applicable to repurchases of Defective Loans under Section 7(b).

 

(d)  Maximum
Repurchases.
Notwithstanding anything to the contrary in the Agreement or this PA Supplement,
no Defaulted Loans shall be repurchased by the Seller to the extent that the
aggregate principal balance of all Defaulted Loans so repurchased is greater
than the Defaulted Loan Repurchase Cap.

 

Section
8. Covenants
of the Seller and FRI.

 

Section 8
is set forth in the Agreement.

 

Section
9. Representations
and Warranties of the Company.

 

Section 9
is set forth in the Agreement.

 

Section
10. Covenants
of the Company.

 

Section
10 is set forth in the Agreement.

 

Section
11. Miscellaneous
Provisions.

 

Sections
11(a) through (l) are set forth in the Agreement.

 

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

 

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

 

(o) Counterparts. This PA
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.

 

(p) GOVERNING
LAW. THIS PA
SUPPLEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

 

(q) Successors
and Assigns. This PA
Supplement shall be binding upon each of the Seller, FRI, Kona, SDI, the VB
Subsidiaries, the VB Partnerships and the Company and their respective permitted
successors and assigns, and shall inure to the benefit of, and be 

 







16












 

enforceable
by, each of the Seller, FRI, Kona, SDI, the VB Subsidiaries, the VB Partnerships
and the Company and each of the Issuer, the Trustee, the Collateral Agent and
the Noteholders.













17
















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

 




 


	 	 	 	
       

       

       

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

       

       

      /s/ Mark A.
    Johnson

	 	 	 	 	
      Name:
      Mark A. Johnson

      Title:
      President







 


	 	 	 	
       

       

       

      By:
      
	
      FAIRFIELD
      RESORTS, INC.

      
       

       

      /s/ Mark A.
      Johnson


	 	 	 	 	
      Name:
      Mark A. Johnson

      Title:
      Senior Vice President and Chief Financial
Officer







 


	 	 	 	
       

       

       

      By:
      
	
      FAIRFIELD
      MYRTLE BEACH, INC.

       

       

      /s/ Michael A.
  Hug

	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer







 


	 	 	 	
       

       

       

      By:
      
	
      SEA
      GARDENS BEACH AND TENNIS RESORT, INC.

       

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer




 


 























 


	 	 	 	
       

       

       

      By:
      
	
      VACATION
      BREAK RESORTS, INC.

       

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer







 


	 	 	 	
       

       

       

      By:
      
	
      VACATION
      BREAK RESORTS AT STAR ISLAND, INC.

       

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer







 


	 	 	 	
       

       

       

       

       

      By:
      
	
      PALM
      VACATION GROUP,

      by
      its General Partners:

       

      Vacation
      Break Resorts at Palm Aire, Inc.

       

       

      /s/ Michael A.
  Hug

	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer




 





	 	 	 	
       

       

      By:
      
	
      Palm
      Resort Group, Inc.

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer




 

[Signature page for Amended and Retsated CTRG-CF
Supplement]





















 

 





	 	 	 	
       

       

       

       

       

      By:
      
	
      OCEAN
      RANCH VACATION GROUP,

      by
      its General Partners:

       

      Vacation
      Break at Ocean Ranch, Inc.

       

      
       

      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer











	 	 	 	
       

       

      By:
      
	
      Ocean
      Ranch Development, Inc.

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer




 

 


	 	 	 	
       

       

      By:
      
	
      SIERRA
      DEPOSIT COMPANY, LLC

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      President







 


	 	 	 	
       

       

       

       

       

      By:
      
	
      KONA
      HAWAIIAN VACATION

      OWNERSHIP,
      LLC

      By: Fairfield
      Resort, Inc.,

      Its
      Managing Member

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer







 


	 	 	 	
       

       

       

      By:
      
	
      SHAWNEE
      DEVELOPMENT, INC.

       

       

      
      /s/ Michael A.
      Hug


	 	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial
Officer






 

[Signature page for FAC PA Supplement]


 























SCHEDULE
1

 

SERIES
200

 

2-1 LOAN
SCHEDULE

 










S-1-1