Master Loan Purchase Agreement (Fairfield) dated Nov 14, 2005



EXHIBIT
10.3

 

EXECUTION
COPY

 









 

MASTER
LOAN PURCHASE AGREEMENT

 

Dated as
of August 29, 2002

 

Amended
and Restated as of November 14, 2005

 

by and
between

 

CENDANT
TIMESHARE RESORT GROUP-CONSUMER FINANCE, INC.,

 

as
Seller

 

and

 

FAIRFIELD
RESORTS, INC.,

 

as
Co-Originator

 

and

 

FAIRFIELD
MYRTLE BEACH, INC.,

 

as
Co-Originator

 

and

 

KONA
HAWAIIAN VACATION OWNERSHIP, LLC,


 

as an
Originator

 

and


 

SHAWNEE
DEVELOPMENT, INC.,

 

as an
Originator

 

and

 

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

 

and

 

PALM
VACATION GROUP

 

and

 

OCEAN
RANCH VACATION GROUP,

 

each as a
VB Partnership

 

and

 

SIERRA
DEPOSIT COMPANY, LLC

 

as
Purchaser

 

























 



TABLE
OF CONTENTS

 

 

 


	 	 	 	 	 Page
	
      RECITALS

       
	 	 	 	
      1

       

	
      Section
      1.

       
	 	
      Definitions

       
	 	
      2

       

	
      Section
      2.

       
	 	
      Purchase
      and Sale of Loans

       
	 	
      17

       

	
      Section
      3.

       
	 	
      Pool
      Purchase Price

       
	 	
      17

       

	
      Section
      4.

       
	 	
      Payment
      of Purchase Price

       
	 	
      18

       

	 	 	
      (a)
      Closing Dates

       
	 	
      18

       

	 	 	
      (b)
      Manner of Payment of Additional Pool Purchase Price

       
	 	
      18

       

	 	 	
      (c)
      Scheduled Payments Under Loans and Cut-Off Date

       
	 	
      18

       

	
      Section
      5.

       
	 	
      Conditions
      Precedent to Sale of Loans

       
	 	
      18

       

	
      Section
      6.

       
	 	
      Representations
      and Warranties of the Seller, FRI, FMB, SDI and the VB
      Subsidiaries

       
	 	
      18

       

	 	 	
      (a)
      General Representations and Warranties of the Seller, FRI, FMB, SDI and
      the VB Subsidiaries

       
	 	
      18

       

	 	 	
      (b)
      Representations and Warranties Regarding the Loans

       
	 	
      23

       

	 	 	
      (c)
      Representations and Warranties Regarding the Loan Files

       
	 	
      29

       

	 	 	
      (d)
      Survival of Representations and Warranties

       
	 	
      29

       

	 	 	
      (e)
      Indemnification of the Company

       
	 	
      29

       

	 	 	
      (f)
      Representations and Warranties of Kona

       
	 	
      30

       

	
      Section
      7.

       
	 	
      Repurchases
      or Substitution of Loans for Breach of Representations and
      Warranties

       
	 	
      30

       

	
      Section
      8.

       
	 	
      Covenants
      of the Seller and FRI

       
	 	
      30

       

	 	 	
      (a)
      Affirmative Covenants of the Seller and FRI

       
	 	
      30

       

	 	 	
      (b)
      Negative Covenants of the Seller and FRI

       
	 	
      34

       

	
      Section
      9.

       
	 	
      Representations
      and Warranties of the Company

       
	 	
      36

       

	
      Section
      10.

       
	 	
      Covenants
      of the Company

       
	 	
      37

       

	
      Section
      11.

       
	 	
      Miscellaneous

       
	 	
      38

       

	 	 	
      (a)
      Amendment

       
	 	
      38

       

	 	 	
      (b)
      Assignment

       
	 	
      38

       

	 	 	
      (c)
      Counterparts

       
	 	
      38

       

	 	 	 (d)
      Termination	 	
       39

       


























 

TABLE
OF CONTENTS

(continued)

 


	 	 	 	 	 Page
	 	 	
      (e)
      GOVERNING LAW

       
	 	
      39

       

	 	 	
      (f)
      Notices

       
	 	
      39

       

	 	 	
      (g)
      Severability of Provisions

       
	 	
      39

       

	 	 	
      (h)
      Successors and Assigns

       
	 	
      39

       

	 	 	
      (i)
      Costs, Expenses and Taxes

       
	 	
      39

       

	 	 	
      (j)
      No Bankruptcy Petition

       
	 	
      40

       

	 	 	
      (k)
      Treatment of Timeshare Upgrades

       
	 	
      40

       






















 

SCHEDULES





	 	
      Schedule
      1

       
	
      -
      

       
	
      Loan
      Schedule

       

	 	
      Schedule
      2 

       
	
      -
      

       
	
      Resorts

       

	 	
      Schedule
      3 

       
	
      -
      

       
	
      Environmental
      Issues

       

	 	
      Schedule
      4

       
	
      -
      

       
	
      Lockbox
      Accounts

       

	 	
      Schedule
      5

       
	
      -
      

       
	
      Litigation

       




 


EXHIBITS




	 	
      Exhibit
      A

       
	
       

       
	
      Forms
      of Custodial Agreements

       

	 	
      Exhibit
      B

       
	 	
      Form
      of Assignment of Additional Loans

       

	 	
      Exhibit
      C

       
	 	
      Credit
      Standards and Collection Policies of Cendant Timeshare Resort
      Group—Consumer Finance, Inc. and Fairfield Resorts, Inc.

       

	 	
      Exhibit
      D

       
	 	
      Forms
      of Loans

       

	 	
      Exhibit
      E

       
	 	
      Forms
      of Lockbox Agreements

       

	 	
      Exhibit
      F

       
	 	
      Representatives
      and Warranties of Kona

       



























 



MASTER
LOAN PURCHASE AGREEMENT

 

THIS
MASTER LOAN PURCHASE AGREEMENT (this “Agreement”), dated
as of August 29, 2002, as amended and restated as of November 14, 2005, is made
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, as an originator
(“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”).


 

RECITALS

 

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


 

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


 

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

 

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

 




















 

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

 

Section
1.  Definitions.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Cendant” shall
mean Cendant Corporation, a Delaware corporation, or any successor
thereof.

 

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

 

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

 

“Collateral
Agency Agreement” shall
mean the Collateral Agency Agreement dated as of January 15, 1998 by and
between Wachovia Bank, National Association as successor Collateral Agent and
the secured parties named therein, as amended by the First Amendment dated as of
July 31, 1998, the Second Amendment dated as of July 25, 2000, the
Third Amendment dated as of July 1, 2001, the Fourth Amendment dated as of
August 29, 2002, the Fifth Amendment dated as of March 31, 2003, the Sixth
Amendment dated as of May 20, 

 




















 

2003, the
Seventh Amendment dated as of December 5, 2003, the Eighth Amendment dated as of
March 27, 2004 and the Ninth Amendment dated as of August 11, 2005, as such
Collateral Agency Agreement may be further amended, supplemented or otherwise
modified from time to time in accordance therewith.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Custodial
Agreement” shall
mean the Fifth Amended and Restated Custodial Agreement dated as of August 11,
2005 by and between each of the Issuers, CTRG-CF, Trendwest, Wachovia Bank,
National Association as Custodian, the Trustees and the Collateral Agent, a copy
of which is attached to this Agreement as Exhibit A, as the same may be amended,


 




















 

supplemented
or otherwise modified from time to time thereafter in accordance with the terms
hereof.

 

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

 

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

 

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

 

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

 

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

 

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

 

“Defaulted
Loan Repurchase Cap” shall
mean, as of any date of determination, an amount equal to the product of (a)
16.00% multiplied
by (b) the
aggregate Loan principal balance of all Loans (calculated as of the Cut-Off Date
or related Addition Cut-Off Date, as applicable, for each Loan) sold by the
Seller to the Depositor pursuant to this Agreement on or prior to such date of
determination.

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Indenture
and Servicing Agreement” shall
mean (i) the Master Indenture and Servicing Agreement dated as of August
29, 2002, as amended and restated as of November 14, 2005, together with the
Indenture Supplement, each as amended from time to time, and each among the
Initial Issuer, as issuer, CTRG-CF, as master servicer and Wachovia Bank,
National Association, as trustee and collateral agent, and (ii) with
respect to any Additional Series, the indenture and servicing agreement or
similar document or documents pursuant to which such Additional Series is issued
and in which the terms of such Additional Series are set forth.

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


 




















 

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

 

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

 

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

 


	 	
      (a)
	
      the
      Loan number;




 


	 	
      (b)
	
      the
      Obligor’s name and the home address and telephone number for such Obligor
      set forth in the Loan;




 


	 	
      (c)
	
      the
      Resort in which the related Timeshare Property is
  located;




 


	 	
      (d)
	
      as
      to Fixed Weeks, the building, unit and week thereof; as to UDIs, the phase
      number thereof; and as to all other Timeshare Properties, the number of
      Points issued pursuant to the FairShare Plus Program (if applicable) for
      which occupancy rights in such Timeshare Property may be redeemed and
      which are represented thereby;




 


	 	
      (e)
	
      the
      Loan Rate;




 


	 	
      (f)
	
      whether
      the Obligor has elected a PAC with respect to the
Loan;




 


	 	
      (g)
	
      the
      original term of the Loan;




 


	 	
      (h)
	
      the
      original Loan principal balance and outstanding Loan principal balance as
      of the Cut-Off Date or related Addition Cut-Off Date, as
      applicable;




 


	 	
      (i)
	
      the
      date of execution of the Loan;




 


	 	
      (j)
	
      the
      amount of the Scheduled Payment on the
Loan;




 


	 	
      (k)
	
      the
      original Timeshare Price and Equity Percentage;
and




 


	 	
      (l)
	
      whether
      the related Timeshare Property has been deeded to the
    Obligor.




 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

“Operating
Agreement” shall
mean the Tenth Amended and Restated Operating Agreement dated as of August 11,
2005 by and between FRI, FMB, Kona, the VB Subsidiaries, Trendwest and the
Seller and such agreement as it may be amended and supplemented from time to
time.

 

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

 

“Originator” shall
mean FRI, FMB, Kona, SDI, or a VB Subsidiary, as the case may be, or any
other Subsidiary of Cendant Corporation that originates Loans in accordance with
the Credit Standards and Collection Policies for sale to CTRG-CF.

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

“Points” shall
mean, with respect to any lodging unit at a Timeshare Property Regime, the
number of points of symbolic value assigned to such unit pursuant to the
FairShare Plus Program.

 

“Pool
Purchase Agreement” shall
mean (i) with respect to Series 2002-1 Notes, the master purchase agreement
dated as of August 29, 2002, as amended and restated as of November 14, 2005, by
and between the Company and the Initial Issuer and all amendments thereof and
supplements thereto and (ii) with respect to any Additional Series, the Term
Purchase Agreement by and between the Company and the Additional Issuer which
issues such Additional Series.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

“Resort” shall
mean each resort or development listed on Schedule 2 (as such Schedule 2 may be
amended from time to time with the written consent of the Company and the Seller
in connection with proposed sales of Additional Loans relating to resorts or
developments with respect to which Loans have not previously been sold under
this Agreement).

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Subsidiary” shall
mean, with respect to any Person, any corporation or other entity of which more
than 50% of the outstanding capital stock or other ownership interests having
ordinary voting power to elect a majority of the board of directors of such
corporation (notwithstanding that at the time capital stock of any other class
or classes of such corporation 

 




















 

shall or
might have voting power upon the occurrence of any contingency) or other persons
performing similar functions is at the time directly or indirectly owned by such
Person.

 

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

 

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

 

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

 

“Timeshare
Property” shall
mean the underlying ownership interest that is the subject of a Loan, which
ownership interest may be either a Fixed Week, a UDI or the Points with respect
thereto under the FairShare Plus Program.

 

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

 

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

 

“Title
Clearing Agreement” shall
mean, with respect to certain Loans that are Installment Contracts, each of (a)
the Sixteenth Amended and Restated Title Clearing Agreement dated as of August
11, 2005, as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, by and among the Issuer, FRI, CTRG-CF, the
Purchaser, Lawyers Title Insurance Corporation, the Collateral Agent and the
other parties thereto; (b) the Fourteenth Amended and Restated Title Clearing
Agreement (Colorado) dated as of August 11, 2005, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, by
and among the Issuer, FRI, CTRG-CF, the Purchaser, Colorado Land Title Company,
the Collateral Agent and the other parties thereto; (c) the Twelfth Amended and
Restated Title Clearing Agreement (Westwinds) dated as of August 11, 2005, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, by and among the Issuer, FRI, CTRG-CF, the Purchaser, Lawyers
Title Insurance Corporation, the Collateral Agent and the other parties thereto;
(d) the Eleventh Amended and Restated Nashville Title Clearing Agreement dated
as of August 11, 2005, as amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof, by and among the Issuer, FRI,
CTRG-CF, the Purchaser, Lawyers Title Insurance Corporation, the Collateral
Agent and the other parties thereto; (e) the Eleventh Amended and Restated
Seawatch Plantation Title Clearing Agreement dated as of August 11, 2005, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, by and among the Issuer, FRI, FMB, CTRG-CF, the Purchaser,
Lawyers Title Insurance Corporation, the Collateral Agent and the other parties
thereto; (f) the Thirteenth Amended and Restated Supplementary Trust Agreement
(Arizona) dated as of August 11, 2005, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, by and among
the Issuer, FRI, CTRG-CF, the Purchaser, First American Title Insurance
Corporation, the Collateral Agent and the other parties thereto; (g) the Seventh
Amended and Restated Nevada Title Clearing Agreement dated as of August 11,


 




















 

2005, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, by and among the Issuer, FRI, CTRG-CF, the Purchaser,
Lawyer’s Title of Nevada, Inc., the Collateral Agent and the other parties
thereto; and (h) such other title clearing agreements and other similar
documents, instruments and agreements which may be entered into from time to
time by each of FRI, CTRG-CF, the Issuer, the Purchaser and the Collateral Agent
(among other Persons) in accordance with the transactions contemplated by this
Agreement and other Facility Documents relating to the Timeshare
Properties.

 

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

 

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

 

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

 

(c) any
Mortgages relating to the Loans;

 

(d) any
Insurance Policies relating to the Loans;

 

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

 

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

 

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

 




















 

Transferred
Assets, and any security granted or purported to be granted in respect of any
Transferred Assets; and 

 

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

 

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

 

“Trendwest” shall
mean Trendwest Resorts, Inc., a wholly-owned indirect Subsidiary of
Cendant.

 

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

 

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

 

“UDI” shall
mean an individual interest in fee simple (as tenants in common with all other
undivided interest owners) in a lodging unit or group of lodging units at a
Resort.

 

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

 

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

 

Section
2.   Purchase and Sale of Loans.

 

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

 

Section
3.   Pool Purchase Price.

 

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

 

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

 

 




















 

Section
4.   Payment of Purchase Price.

 

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


 

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

 

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

 

Section
5. Conditions Precedent to Sale of Loans.


 

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

 

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

 

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

 

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

 

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

 




















 

(i) Organization
and Good Standing.


 

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

 

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

 

(C) The name
of each of the Seller, FRI, FMB, SDI and the VB Subsidiaries set forth in the
preamble of this Agreement is the correct legal name of such entity, and such
name has not been changed in the past six years (except that CTRG-CF changed its
name from Fairfield Acceptance Corporation-Nevada to Cendant Timeshare Resort
Group—Consumer Finance, Inc. on August 31, 2004 and FRI changed its name from
Fairfield Communities, Inc. to Fairfield Resorts, Inc. on June 26, 200l). None
of the Seller, FRI, FMB, SDI or the VB Subsidiaries utilizes any trade names,
assumed names, fictitious names or “doing business names.” 

 

(ii) Due
Authorization and No Conflict. The
execution, delivery and performance by each of the Seller, FRI, FMB, SDI and the
VB Subsidiaries of each of the Facility Documents to which it is a party, and
the consummation by each such party of the transactions contemplated hereby and
under each other Facility Document to which it is a party, has been duly
authorized by the Seller, FRI, FMB, SDI and the VB Subsidiaries, respectively,
by all necessary corporate or partnership action, does not contravene (i) the
Seller’s, FRI’s, FMB’s, SDI's or the VB Subsidiaries’ charter or by-laws or
partnership agreement, (ii) any law, rule or regulation applicable to the
Seller, 

 




















FRI, FMB,
SDI or the VB Subsidiaries, (iii) any contractual restriction contained in any
material indenture, loan or credit agreement, lease, mortgage, deed of trust,
security agreement, bond, note, or other material agreement or instrument
binding on any of the Seller, FRI, FMB, SDI or the VB Subsidiaries or (iv) any
order, writ, judgment, award, injunction or decree binding on or affecting the
Seller, FRI, FMB, SDI, the VB Subsidiaries or their properties (except where
such contravention would not have a Material Adverse Effect with respect to such
Persons or properties), and do not result in (except as provided in the Facility
Documents) or require the creation of any Lien upon or with respect to any of
their properties; and no transaction contemplated hereby requires compliance
with any bulk sales act or similar law. Each of the Facility Documents to which
the Seller, FRI, FMB, SDI or the VB Subsidiaries is a party have been duly
executed and delivered on behalf of the Seller, FRI, FMB, SDI or the VB
Subsidiaries, as applicable. To the extent that this representation is being
made with respect to Title I of ERISA or Section 4975 of the Code, it is made
subject to the assumption that none of the assets being used to purchase the
Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with
respect to which the Seller is a party in interest or disqualified person.


 

(iii) Governmental
and Other Consents. All
approvals, authorizations, consents or orders of any court or governmental
agency or body required in connection with the execution and delivery by the
Seller, FRI, FMB, SDI or the VB Subsidiaries of this Agreement, any related PA
Supplement or any of the other Facility Documents to which it is a party, the
consummation by such party of the transactions contemplated hereby or thereby,
the performance by such party of and the compliance by such party with the terms
hereof or thereof, have been obtained, except where the failure so to do would
not have a Material Adverse Effect with respect to such Party. 

 

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

 

(v) No
Litigation. Except
as disclosed in Schedule 5 to this Agreement or to any Assignment, there are no
proceedings or investigations pending, or to the knowledge of the Seller, FRI,
FMB, SDI or the VB Subsidiaries threatened, against the Seller, FRI, FMB, SDI or
the VB Subsidiaries before any court, regulatory body, administrative agency, or
other tribunal or governmental instrumentality (A) asserting the invalidity
of this Agreement or any of the other Facility Documents, (B) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or any of the other Facility Documents, (C) seeking any
determination or ruling that would adversely affect the performance by any of
the Seller, FRI, FMB, SDI or the VB Subsidiaries of its obligations under this
Agreement, any related PA Supplement or any of the other Facility Documents to
which it is a party, (D) seeking any determination or ruling that would


 




















 

adversely
affect the validity or enforceability of this Agreement or any of the other
Facility Documents or (E) seeking any determination or ruling that would,
if adversely determined, be reasonably likely to have a Material Adverse Effect
with respect to such party.

 

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

 

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

 

(viii) Location
of Chief Executive Office and Records. The
principal place of business and chief executive office of FRI and FMB, and the
office where FRI and FMB maintain all of their Records, is located at 8427 South
Park Circle, Orlando, Florida 32819; the principal place of business and chief
executive office of the Seller, and the office where the Seller maintains all of
its Records, is 10750 West Charleston Blvd., Suite 130, Las Vegas, Nevada 89135;
the principal place of business and chief executive office of SDI, and the
office where SDI maintains all of its Records shall be provided by written
notice given by Shawnee to the Trustee for the Series 2002-1 Notes on or prior
to the SDI Addition Date; and the principal place of business and chief
executive office of each of the VB Subsidiaries is located at 8427 South Park
Circle, Orlando, Florida 32819. None of FRI, FMB, SDI, the VB Subsidiaries or
the Seller has changed its principal place of business or chief executive office
(or the office where such entity maintains all of its Records) during the
previous six years (except that FRI and FMB changed their principal place of
business and chief executive office from 8669 Commodity Circle, Suite 200,
Orlando, Florida 32819 to the address set forth above on February 18, 2002;
CTRG-CF changed its principal place of business and chief executive office from
7730 West Sahara Avenue, Suite 105, Las Vegas, Nevada 89117 to the address set
forth above in 2002; and each of the VB Subsidiaries changed its principal place
of business and chief executive office from 6400 North Andrews Avenue, Fort
Lauderdale, Florida 33309 to the address set forth above in 2001). At any time
after the Initial Closing Date, upon 30 days’ prior written notice to the
Trustee as assignee of the Company and the Issuer, any of the Seller, FRI, FMB,
SDI and the VB Subsidiaries may change its name or may change its type or its
jurisdiction of organization to another jurisdiction within the United States
and any of the VB Partnerships may change the location of its chief executive
office, but only so long as all action necessary or reasonably requested by the
Company to amend the 

 




















 

existing
financing statements and to file additional financing statements in all
applicable jurisdictions to perfect the transfer of the Loans and the related
Transferred Assets is taken.

 

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

 

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

 

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

 

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

 

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

 




















 

by FRI,
FMB, SDI, the Seller or any ERISA Affiliate or any such Multiemployer Plan with
respect to the withdrawal from, or the termination, Reorganization or Plan
Insolvency of, any such Plan. 

 

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

 

(xv) FairShare
Plus Program.

 

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

 

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

 

(xvi) [Reserved].

 

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

 

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

 




















 

Date and
representations and warranties with respect to SDI apply only to Loans conveyed
on or after the SDI Addition Date) as follows: 

 

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

 

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

 

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

 

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

 

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

 

(vi) Compliance
with Law. The
Originator and the Seller have complied with requirements of all material
federal, state and local laws (including without limitation usury, truth in
lending and equal credit opportunity laws) applicable to such Loan in all
material respects. The related Timeshare Property Regime is in compliance with
any and all applicable zoning and building laws and regulations and any other
laws and regulations relating to the use and occupancy of such Timeshare
Property Regime, except where such noncompliance would not have a Material
Adverse Effect with respect to the applicable Originator and the Seller. None of
the Seller, FRI, FMB, Kona, SDI or the VB Subsidiaries has received notice of
any material violation of any legal requirements applicable to such Timeshare
Property Regime, except where such violation would not have a Material Adverse
Effect with respect to the applicable Originator and the Seller. The Timeshare
Property Regime related to such Loan complies with all applicable state
statutes, including without limitation condominium statutes, timeshare statutes,
HUD filings relating to interstate land sales (if applicable) and the
requirements of any governmental authority or local authority having
jurisdiction with respect to such Timeshare Property Regime, and constitutes a
valid and conforming condominium and timeshare regime under the laws of the
State in which the related Resort is located, except where such noncompliance
would not have a Material Adverse Effect with respect to the applicable
Originator and the Seller.

 

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

 




















 

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

 

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

 

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

 

(xi) Interest
in Real Property. The
Timeshare Property underlying such Loan is an interest in real property
consisting of either a Fixed Week or a UDI, and (except for a Timeshare Property
that is a Green Timeshare Property) such Timeshare Property has been deeded to a
Nominee or has been deeded to the related Obligor in accordance with the
requirements of the related Loan and applicable law. 

 

(xii) Environmental
Compliance. Each
Timeshare Property Regime related to a Loan is now, and at all times during
FRI’s ownership thereof (or the ownership of any Affiliate thereof other than
the Company and the Issuer), has been free of contamination from any substance,
material or waste identified as toxic or hazardous according to any federal,
state or local law, rule, regulation or order governing, imposing standards of
conduct with respect to, or regulating in any way the discharge, generation,
removal, transportation, storage or handling of toxic or hazardous substances,
materials or waste or air or water pollution (hereinafter referred to as
“Environmental
Laws”),
including without limitation any PCB, radioactive substance, methane, asbestos,
volatile hydrocarbons, petroleum products or wastes, industrial solvents or any
other material or substance that now or hereafter may cause or constitute a
health, safety or other environmental hazard to any person or property (any such
substance together with any substance, material or waste identified as toxic or
hazardous under any Environmental Law now in effect or hereinafter enacted shall
be referred to herein as “Contaminants”), but
excluding from the foregoing any levels of Contaminants at or below which such
Environmental Laws do not apply (“De
Minimus Levels”).
Neither FRI nor any Affiliate of FRI (other than the Company and the Issuer) has
caused or suffered to occur any discharge, spill, uncontrolled loss or seepage
of any petroleum or chemical product or any Contaminant (except for De Minimus
Levels thereof) onto any property comprising or adjoining any Timeshare Property
Regime, and neither FRI nor any Affiliate of FRI (other than the Company and the
Issuer) nor any Obligor or occupant of all or part of any Timeshare Property
Regime is now or has been involved in operations at the related Timeshare
Property Regime that could lead to liability for FRI, the Company, any Affiliate
of FRI or any other owner of such Timeshare Property Regime or the imposition of
a Lien on such Timeshare Property Regime under any Environmental Law. No
practice, procedure or policy employed by FRI (or any Affiliate thereof other
than the 

 




















 

Company
and the Issuer) with respect to POAs for which FRI acts as the manager or, to
the best knowledge of the Seller, by the manager of the POAs with respect to
POAs managed by parties unaffiliated with FRI, violates any Environmental Law
that, if enforced, would reasonably be expected to (A) have a Material Adverse
Effect on such POA or the ability of such POA to do business, (B) have a
Material Adverse Effect on the financial condition of the POA or (C) constitute
grounds for the revocation of any license, charter, permit or registration that
is material to the conduct of the business of the POA. 

 

Except as
set forth in Schedule 3, (1) all property owned, managed, or controlled by
FRI or any Affiliate of FRI (other than the Company and the Issuer) and located
within a Resort is now, and at all times during FRI’s ownership, management or
control thereof (or the ownership, management or control of any Affiliate
thereof (other than the Company and the Issuer)) has been free of contamination
from any Contaminants, except for De Minimus Levels thereof, (2) neither
FRI nor any Affiliate of FRI (other than the Company and the Issuer) has caused
or suffered to occur any discharge, spill, uncontrolled loss or seepage of any
Contaminants onto any property comprising or adjoining any of the Resorts,
except for De Minimus Levels thereof, and (3) neither FRI nor any Affiliate
of FRI (other than the Company and the Issuer) nor any Obligor or occupant of
all or part of any of any Resort is now or previously has been involved in
operations at any Resort that could lead to liability for FRI, the Company, any
Affiliate of FRI or any other owner of any Resort or the imposition of a Lien on
such Resort under any Environmental Law. None of the matters set forth in
Schedule 3 will have a Material Adverse Effect with respect to the Company or
its assignees or the interests of the Company or its assignees in the Loans.
Each Resort, and the present use thereof, does not violate any Environmental Law
in any manner that would materially adversely affect the value or use of such
Resort or the performance by the POAs of their respective obligations under
their applicable declarations, articles or similar charter documents. There is
no condition presently existing, and to the best knowledge of FRI and the Seller
no event has occurred or failed to occur with respect to any Resort, relating to
any Contaminants or compliance with any Environmental Laws that would reasonably
be expected to have a Materially Adverse Effect with respect to such Resort,
including in connection with the present use of such Resort. 

 

(xiii) Tax
Liens. All
taxes applicable to such Loan and the related Timeshare Property have been paid,
except where the failure to pay such tax would not have a Material Adverse
Effect with respect to the Seller or its assignees or the Purchaser or the
collectibility or enforceability of the Loan. There are no delinquent tax liens
in respect of the Timeshare Property underlying such Loan. 

 

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

 

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


 




















 

the
Custodial Agreement for the performance of collection services and other routine
servicing requirements; and 

 

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

 

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

 

and

 

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

 

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

 

(2) the
original recorded Mortgage (or a copy thereof, if applicable, for Mortgages that
have been submitted for recording as set forth herein) and Assignments of
Mortgages in favor of the Collateral Agent (or a copy of such recorded Mortgage
or Assignment of Mortgage, as the case may be, certified to be a true and
complete copy thereof, if the original of the recorded Mortgage or Assignment of
Mortgage is lost or destroyed), provided that, in
the case of any Loan with respect to which the related Mortgage and/or deed has
been removed from the Loan File for review and recording in the local real
property recording office: (x) the original Mortgage shall have been returned to
the Loan File no later than (1) 180 days from the related loan closing date
(in the case of Loans (other than Green Loans) relating to Timeshare Properties
located in the State of Florida), (2) 180 days from the date on which the
related Timeshare Property is required to be deeded to an Obligor in the case of
Green Loans relating to Timeshare Properties located in the State of Florida or
Loans relating to Timeshare Properties located in any state other than Florida,
Nevada, North Carolina, South Carolina or Virginia or (3) 210 days from the date
on which the related Timeshare Property is required to be deeded to an Obligor
with respect to Timeshare Properties located in Nevada, North Carolina, South
Carolina or Virginia and (y) in the case of any Loan (other than a Green
Loan) relating to a Timeshare Property located in the State of Florida, the Loan
File shall contain one or more certificates from FRI’s applicable title agents
in Florida to the effect that the related Mortgage has been delivered for
purposes of recordation to the appropriate local real property recording
office.

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

(xx) Good
Title; No Liens. Upon
the Purchase hereunder occurring on such Closing Date or Addition Date, as
applicable, the Company will be the lawful owner of, and have good title to,
each Loan and all of the other related Transferred Assets that are the subject
of such Purchase, free and clear of any Liens (other than any Permitted
Encumbrances on the related Timeshare Properties). All Loans and related
Transferred Assets are purchased without recourse to any of the Seller, FRI,
FMB, Kona, SDI or the VB Subsidiaries except as described in this Agreement and
any PA Supplement. Such Purchase by the Company under this Agreement and under
any PA Supplement constitutes a valid and true sale and transfer for
consideration (and not merely the grant of a security interest to secure a
loan), enforceable against creditors of each of the Seller, FRI, FMB, Kona, SDI
and the VB Subsidiaries, and no Loan or other related Transferred Assets that
are the subject of such Purchase will constitute property of the Seller after
such Purchase. 

 

(xxi) Solvency. Each of
the Seller, FRI, FMB, Kona, SDI and the VB Subsidiaries, both prior to and
immediately after giving effect to the Purchase of Loans hereunder and under any
PA Supplement occurring on such Closing Date or Addition 

 




















 

Date, as
applicable, (A) is not insolvent (as such term is defined in §101(32)(A) of
the Bankruptcy Code), (B) is able to pay its debts as they become due and
(C) does not have unreasonably small capital for the business in which it is
engaged or for any business or transaction in which it is about to engage.


 

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

 

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


 

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

 

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

 

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

 

(e)
Indemnification of the Company. FMB,
Kona, SDI, each VB Subsidiary and FRI shall jointly and severally indemnify,
defend and hold harmless the Company against any and all claims, losses and
liabilities, including reasonable attorneys’ fees (the foregoing being
collectively referred to as “Indemnified
Amounts”) that
may at any time be imposed on, incurred by or asserted against the Company as a
result of a breach by any of FMB, Kona, SDI, any VB Subsidiary or FRI of any of
its respective representations, warranties or covenants hereunder. Except as
otherwise provided in Section 11(i), FRI shall pay to the Company, on demand,
any 

 




















 

and all
amounts necessary to indemnify the Company for (i) any and all recording and
filing fees in connection with the transfer of the Loans from the Seller to the
Company, and any and all liabilities with respect to, or resulting from any
delay in paying when due, any taxes (including sales, excise or property taxes)
payable in connection with the transfer of the Loans from the Seller to the
Company and (ii) costs, expenses and reasonable counsel fees in defending
against the same. The agreements in this Section 6(e) shall survive the
termination of this Agreement or any PA Supplement and the payment of all
amounts payable hereunder, under any PA Supplement and under the Loans. For
purposes of this Section 6(e), any reference to the Company shall include any
officer, director, employee or agent thereof, or any successor or assignee
thereof or of the Company. 

 

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

 

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

 

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

 

Section
8. Covenants of the Seller and FRI.

 

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

 

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

 

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

 

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

 

(A) to the
offices and properties of the Seller or FRI in order to examine and make copies
of and abstracts from all books, correspondence and 

 




















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

 

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

 

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

 

(iv) [Reserved].

 

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

 

(vi) [Reserved].

 

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

 




















 

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

 

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


 

(x) Insurance
and Condemnation.


 

(A) FRI (1)
shall with respect to each Resort which it develops or which is developed by its
subsidiaries (other than the Purchaser or the Issuer), cause the governing
document of each such POA at the time of creation to contain covenants requiring
insurance as described in this paragraph and (2) so long as FRI or an Affiliate
(other than the Purchaser or the Issuer) maintains primary or substantial
responsibility for the management, administration or other services of a similar
nature with respect to such Resort, FRI shall do or cause to be done all things
which it may accomplish with a reasonable amount of cost or effort to cause each
POA to maintain the insurance described in this paragraph. The insurance
referred to clauses in (1) and (2) above is “all-risk” property and general
liability insurance with financially sound and reputable insurers providing
coverage in scope and amount that (x) satisfy the requirements of the
declarations (or any similar charter document) governing the POA for the
maintenance of such insurance policies and (y) are at least consistent with the
scope and amount of such insurance coverage obtained by prudent POAs and/or
management of other similar developments in the same jurisdiction. So long as
FRI or an Affiliate other than the Purchaser or the Issuer maintains primary or
substantial responsibility for the management, administration or other services
of a similar nature with respect to such Resort and possesses the right to
direct the application of insurance proceeds, FRI shall use its best efforts to
apply the proceeds of any such insurance policies in the manner specified in the
related declarations (or any similar charter document) governing the POA and/or
any similar charter documents of such POA (which exercise of best efforts shall
include voting as a member of the POA or as a proxy or attorney-in-fact for a
member). For the avoidance of doubt, the parties acknowledge that the ultimate
discretion and control relating to the maintenance of any such insurance
policies is vested in the POA in accordance with the respective declaration (or
any similar charter document) relating to each Timeshare Property Regime.


 




















 

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

 

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


 

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

 

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

 

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

 

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

 

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


 




















 

Reserve
Account, promptly identify any such funds to the Master Servicer for segregation
and remittance to the owner thereof.

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 




















 

an
Opinion of Counsel to the effect that such amendment or modification will not
adversely affect in any material respect the respective interests of the
Company, the Issuer, the Trustee or the Collateral Agent (if applicable) in the
Loans and other Transferred Assets. 

 

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


 

Section
9.  Representations and Warranties of the
Company.

 

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


 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

Section
10.  Covenants of the Company.


 

The
Company hereby acknowledges that the parties to the Facility Documents are
entering into the transactions contemplated by the Facility Documents in
reliance upon the Company’s identity as a legal entity separate from the Seller,
FRI, Kona, SDI, the VB Subsidiaries and their respective Affiliates. From and
after the date hereof until the final Series Termination Date under any
Indenture Supplement, the Company will take such actions as shall be required in
order that:

 

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

 

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

 

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

 

(d) The
Company will observe corporate formalities in its dealings with the public and
with the Seller, FRI, Kona, SDI, the VB Subsidiaries and their respective
Affiliates and, except as contemplated by the Facility Documents, funds or other
assets of the Company will not be commingled with those of any of the Seller,
FRI, Kona, SDI, the VB Subsidiaries and their respective Affiliates. The Company
will at all times, in its dealings with the public and with 

 




















 

the
Seller, FRI, Kona, SDI, the VB Subsidiaries and their respective Affiliates,
hold itself out and conduct itself as a legal entity separate and distinct from
the Seller, FRI, Kona, SDI, the VB Subsidiaries and their respective Affiliates.
The Company will not maintain joint bank accounts or other depository accounts
to which any of the Seller, FRI, Kona, SDI, the VB Subsidiaries and their
respective Affiliates (other than the Master Servicer) has independent
access;

 

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

 

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

 

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

 

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

 

Section
11. Miscellaneous.

 

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

 

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

 

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

 




















 

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

 

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

 

(f)
Notices. All
demands and notices hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered at or mailed by certified mail, postage
prepaid and return receipt requested, or by express delivery service, to (i) in
the case of the Seller, Cendant Timeshare Resort Group—Consumer Finance, Inc.,
10750 West Charleston Blvd., Suite 130, Las Vegas, Nevada 89135, Attention:
President, or such other address as may hereafter be furnished to the Company
and FRI in writing by the Seller, (ii) in the case of FRI, FMB, Kona, SDI and
the VB Subsidiaries, c/o Fairfield Resorts, Inc., 8427 South Park Circle,
Orlando, Florida 32819, Attention: President, or such other address as may
hereafter be furnished to the Seller or the Company in writing by FRI, and (c)
in the case of the Company, Sierra Deposit Company, LLC, 10750 West Charleston
Blvd., Suite 130, Mailstop 2067, Las Vegas, Nevada 89135, Attention: President,
or such other address as may hereafter be furnished to the Seller or FRI in
writing by the Company.

 

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

 

(h)
Successors and Assigns. This
Agreement shall be binding upon each of the Seller, 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 each of the Seller,
FRI, Kona, SDI, the VB Subsidiaries, the VB Partnerships and the Company and
each of the Issuer, the Trustee and the Collateral Agent to the extent
explicitly contemplated hereby.

 

(i)
Costs, Expenses and Taxes.

 

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

 

(ii) Each of
the Seller and FRI jointly and severally agrees to pay, indemnify and hold the
Company harmless from and against any and all stamp, sales, excise and other
taxes and fees payable or determined to be payable by or reimbursed (or to be
reimbursed) by the Company in connection with the execution, delivery, filing
and 

 




















recording
of this Agreement ors any PA Supplement, and against any liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
and fees. 

 

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

 

(k)
Treatment of Timeshare Upgrades.
Notwithstanding anything in this Agreement to the contrary (but subject to the
other provisions of this paragraph), the Seller (or the Master Servicer on the
Seller’s behalf) may upgrade any Timeshare Property by entering into a new Loan
with the related Obligor, but only if the proceeds of such new Loan are used to
prepay all obligations in full of such Obligor under the existing Loan (the
proceeds of which shall be the property of the Company). Upon its creation, the
new Loan created by such Timeshare Upgrade shall not be property of the Company,
but may be sold by the Seller to the Company as an Additional Loan pursuant to
the terms and conditions of this Agreement and any PA Supplement. The parties
hereto intend that the Seller (or the Master Servicer on the Seller’s behalf)
will not upgrade a Timeshare Property pursuant to this Section 11(k) in order to
provide direct or indirect assurance to the Seller, the Trustee or any
Noteholder against loss by reason of the bankruptcy or insolvency (or other
credit condition) of, or default by, the Obligor on, or the uncollectibility of,
any Loan.






















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. 

 


	 	 	 	
       

      CENDANT
      TIMESHARE RESORT 

      GROUP-CONSUMER
      FINANCE, INC.

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

      Title:
      President
	 






 


	 	 	 	
       

      FAIRFIELD
      RESORTS, INC. 

       

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer








	 	 	 	
       

      FAIRFIELD
      MYRTLE BEACH, INC.

       

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer










	 	 	 	
       

      SEA
      GARDENS BEACH AND TENNIS RESORT, INC.

       

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer




 




 







[Signature
page for Amended and Restated CTRG-CF MLPA]

 
























	 	 	 	
       

      VACATION
      BREAK RESORTS, INC.

       

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer







 


	 	 	 	
       

      VACATION
      BREAK RESORTS AT STAR ISLAND, INC.

       

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer








	 	 	 	
       

      PALM
      VACATION GROUP,

      by
      its General Partners:

       

      Vacation
      Break Resorts at Palm Aire, Inc.

       

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer

	 	 	 	
       

       

       

      Palm
      Resort Group, Inc.

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer




 




















 


	 	 	 	
       

      OCEAN
      RANCH VACATION GROUP,

      by
      its General Partners:

       

      Vacation
      Break at Ocean Ranch, Inc.

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer








	 	 	 	
       

      Ocean
      Ranch Development, Inc.

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer







 


	 	 	 	
       

      KONA
      HAWAIIAN VACATION OWNERSHIP, LLC

      By: Fairfield
      Resorts, Inc.

      Its
      Managing Member

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer







 


	 	 	 	
       

      SHAWNEE
      DEVELOPMENT, INC.

	 	 	
      By:
	 
	 	 	 	
      Name:
      Michael A. Hug

      Title:
      Senior Vice President and Chief Financial  Officer




 


	 	 	 	
       

      SIERRA
      DEPOSIT COMPANY, LLC

	 	 	
      By:
	 /s/ Michael A. Hug
	 	 	 	
      Name:
      Mark A. Johnson

      Title:
      President 



















[Signature
page for Amended and Restated CTRG-CF MLPA]

 























SCHEDULE
1

Loan
Schedule



















 























SCHEDULE
2

Resorts







Fairfield
Harbour

Fairfield
Glade

Fairfield
Mountains

Fairfield
Plantation

Fairfield
Saphire Valley

Fairfield
Bay

Fairfield
Flagstaff

Fairfield
Ocean Ridge

Fairfield
Pagosa

Fairfield
Music City USA

Fairfield
Branson

Fairfield
Cypress Palms

Fairfield
Williamsburg

Fairfield
Kingsgate

Fairfield
Seawatch Plantation

Fairfield
Washington DC

Daytona
Beach

Breakers

Sea
Gardens Beach & Tennis

Santa
Barbara Resort & Yacht

Palm Aire
Resort and Spa

Star
Island

Royal
Vista Resort

Destin

Grand
Desert - Las Vegas

Durango

Sedona

Governor's
Crossing

Fairfield
Ventura

Fairfield
Myrtle Beach

Fairfield
Atlantic Beach

Lake
Tahoe

Dolphin's
Cove

Royal Sea
Cliffs

Atlantic
City

Outrigger

Bonnet
Creek

Destin -
Beach Street Cottages

Kona
Hawaiian Village

Shawnee

New
Orleans (La Bella Maison)













 























SCHEDULE
3

Environmental
Issues

 

None.













 























SCHEDULE
4

Lockbox
Accounts





	
       

      Bank
	
      Account
      Name
	
       

      Account
	
       

      ABA
      Number
	
      Account
      Number
	
      Contact
      Person

	
      Bank
      of America
	
      Cendant
      Timeshare Conduit Receivables Funding, LLC - Fairfield
	
      Lockbox
	
      Wire
      026009593

      ACH
      011000138
	
      3756384323
	
      Toni
      Krantz 212-503-8471

	
      Wells
      Fargo
	
      Cendant
      Timeshare Conduit Receivables Funding, LLC - Fairfield
	
      Deposit
	
      121000248
	
      1009350057
	
      Alice
      Botello 415-222-6730

	
      JPMorgan
      Chase Bank
	
      Cendant
      Timeshare Conduit Receivables Funding, LLC - Fairfield
	
      ACH
      Collections
	
      021000021
	
      323405452
	
      Dorin
      Ladon 312-954-9288






















 























SCHEDULE
5

Litigation







On July
18, 2005, a complaint was filed in Federal District Court in the Middle District
of Florida against Fairfield Resorts Inc., FairShare Vacation Owners
Association, and certain individual officers of Fairfield Resorts Inc., as
defendants. The lawsuit was filed as a purported class action on behalf of two
named couples and all similarly situated owners of Timeshare Properties at
Fairfield Resorts Inc.’s properties. The complaint alleges various counts,
including breach of contract and breaches of certain duties arising from alleged
actions of the defendants and resulting in the plaintiffs’ alleged difficulties
in reserving resort facilities. The plaintiffs seek unspecified monetary damages
and equitable remedies. The lawsuit is in an early stage, but Fairfield Resorts
Inc. believes it has meritorious defenses and intends to vigorously defend the
suit.










 























EXHIBIT
A

Forms
of Custodial Agreement



















 




















 

EXHIBIT
B







FORM OF
ASSIGNMENT OF ADDITIONAL LOANS

 




 

ASSIGNMENT
NO. __ OF ADDITIONAL LOANS dated as of _______, by and between CENDANT TIMESHARE
RESORT GROUP-CONSUMER FINANCE, INC., a Delaware corporation formerly known as
Fairfield Acceptance Corporation-Nevada (the “Seller”),
FAIRFIELD RESORTS, INC., a Delaware corporation, KONA HAWAIIAN VACATION
OWNERSHIP, LLC, a Hawaii limited liability company, SHAWNEE DEVELOPMENT, INC., a
Pennsylvania corporation, FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation,
SEA GARDENS BEACH AND TENNIS RESORT, INC., a Florida corporation, VACATION BREAK
RESORTS, INC., a Florida corporation, VACATION BREAK RESORTS AT STAR ISLAND,
INC., a Florida corporation, PALM VACATION GROUP, a Florida general partnership,
OCEAN RANCH VACATION GROUP, a Florida general partnership, and SIERRA DEPOSIT
COMPANY, LLC, a Delaware limited liability company (the “Purchaser”),
pursuant to the Agreement referred to below.

 

WITNESSETH:

 

WHEREAS,
the Seller and the Purchaser are parties to the Master Loan Purchase Agreement
dated as of August 29, 2002 and amended and restated as of November 14, 2005,
and the Purchase Agreement Supplement dated as of August 29, 2002 and amended
and restated as of November 14, 2005 (the “PA
Supplement”) (as so
supplemented, and as such agreement may have been, or may from time to time be,
further amended, supplemented or otherwise modified, the “Agreement”);

 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

3. Sale
of Additional Loans.

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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
































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





	 	 	 	
       

      CENDANT
      TIMESHARE RESORT 

      GROUP-CONSUMER
      FINANCE, INC.

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      








	 	 	 	
       

      FAIRFIELD
      RESORTS, INC. 

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      

       

	 	 	 	
       

      FAIRFIELD
      MYRTLE BEACH, INC. 

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      








	 	 	 	
       

      SEA
      GARDENS BEACH AND TENNIS RESORT, INC. 

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      




 


	 	 	 	
       

      VACATION
      BREAK RESORTS, INC.

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      







 





















 


	 	 	 	
       

      VACATION
      BREAK RESORTS AT STAR ISLAND, INC.

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      











	 	 	 	
       

      PALM
      VACATION GROUP,

      by
      its General Partners:

       

      Vacation
      Break Resorts at Palm Aire, Inc.

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      








	 	 	 	
       

      Palm
      Resort Group, Inc.

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      




 


	 	 	 	
       

      HAWAIIAN
      VACATION OWNERSHIP, LLC

      By:
      Fairfield Resorts, Inc.,

      Its
      Managing Member

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      




 
























 


	 	 	 	
       

      SHAWNEE
      DEVELOPMENT, INC.

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      







 


	 	 	 	
       

      OCEAN
      RANCH VACATION GROUP,

      by
      its General Partners:

       

      Vacation
      Break at Ocean Ranch, Inc.

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      

	 	 	 	
       

      Ocean
      Ranch Development, Inc.

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      











	 	 	 	
       

      SIERRA
      DEPOSIT COMPANY, LLC

       

	 	 	
      By:
	 
	 	 	 	
      Name:
      

      Title:
      




 










 























EXHIBIT
C

 

Credit
Standard and Collection Policies













 























EXHIBIT
D

 

Forms
of Loans
















 























EXHIBIT
E

 

Forms of


Lockbox
Agreements
















 























EXHIBIT
F




Representations
and Warranties of Kona.

 

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

 

(1) Organization
and Good Standing.


 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 




















 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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