Master Pool Purchase Agreement dated Nov 14, 2005




EXHIBIT
10.7

 

EXECUTION
COPY




 




 




 

MASTER
POOL PURCHASE AGREEMENT

 




 

dated as
of August 29, 2002

 

Amended
and Restated as of November 14, 2005

 

by and
between

 




 

SIERRA
DEPOSIT COMPANY, LLC

 

as
Depositor

 




 

and

 




 

CENDANT
TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC

 

as
Issuer

 






















TABLE
OF CONTENTS





	 	 	 	 Page	 
	 	
      Section
      1

       
	
      Definitions

       
	
      1

       
	 
	 	
      Section
      2.

       
	
      Purchase
      and Sale

       
	
      6

       
	 
	 	 	
      (a)
      Agreement

       
	
      6

       
	 
	 	 	
      (b)
      Purchase of Series 2002-1 Additional Pool Loans

       
	
      7

       
	 
	 	 	
      (c)
      [Reserved] 

       
	
      9

       
	 
	 	 	
      (d)
      No Assumption

       
	
      9

       
	 
	 	 	
      (e)
      No Recourse

       
	
      9

       
	 
	 	 	
      (f)
      True Sales

       
	
      9

       
	 
	 	 	
      (g)
      Servicing of Pool Assets

       
	
      9

       
	 
	 	 	
      (h)
      Financing Statements

       
	
      9

       
	 
	 	 	
      (i)
      Recharacterization

       
	
      10

       
	 
	 	 	
      (j)
      Transfer of Pool Loans

       
	
      10

       
	 
	 	
      Section
      3.

       
	
      Pool
      Loan Purchase Price

       
	
      10

       
	 
	 	
      Section
      4.

       
	
      Payment
      of Purchase Price

       
	
      10

       
	 
	 	 	
      (a)
      Closing Dates

       
	
      10

       
	 
	 	 	
      (b)
      Manner of Payment of Additional Pool Loan Purchase Price

       
	
      11

       
	 
	 	 	
      (c)
      Payment of Adjustments

       
	
      11

       
	 
	 	 	
      (d)
      Payment

       
	
      11

       
	 
	 	
      Section
      5.

       
	
      Conditions
      Precedent to Sale of Pool Loans

       
	
      11

       
	 
	 	
      Section
      6.

       
	
      Representations
      and Warranties of the Depositor

       
	
      11

       
	 
	 	
      Section
      7.

       
	
      Affirmative
      Covenants of the Depositor

       
	
      13

       
	 
	 	 	
      (a)
      Separate Legal Entity

       
	
      13

       
	 
	 	 	
      (b)
      Compliance with Laws, Etc.

       
	
      14

       
	 
	 	 	
      (c)
      Preservation of Corporate Existence

       
	
      14

       
	 
	 	 	
      (d)
      Keeping of Records and Books of Account

       
	
      14

       
	 
	 	 	
      (e)
      Payment of Taxes

       
	
      15

       
	 
	 	 	
      (f)
      Turnover of Collections

       
	
      15

       
	 
	 	
      Section
      8.

       
	
      Negative
      Covenants of the Depositor

       
	
      15

       
	 
	 	 	
      (a)
      Sales, Liens, Etc

       
	
      15

       
	 
	 	 	
      (b)
      No Mergers, Etc

       
	
      15

       
	 





 







-i-













TABLE
OF CONTENTS

(continued)

 


	 	 	 	
       Page
	 
	 	 	
      (c)
      Change in Name

       
	
      15

       
	 
	 	 	
      (d)
      Indebtedness

       
	
      15

       
	 
	 	 	
      (e)
      Amendments, Etc

       
	
      15

       
	 
	 	 	
      (f)
      Capital Expenditures

       
	
      16

       
	 
	 	 	
      (g)
      Limitation on Business

       
	
      16

       
	 
	 	 	
      (h)
      Capital Contributions

       
	
      16

       
	 
	 	
      Section
      9.

       
	
      Repurchases
      or Substitutions of Pool Loans for Breach of Representations and
      Warranties

       
	
      16

       
	 
	 	 	
      (a)
      Repurchase or Substitution Obligation

       
	
      16

       
	 
	 	 	
      (b)
      [Reserved.]

       
	 	 
	 	 	
      (b)
      Repurchases and Substitutions

       
	
      17

       
	 
	 	 	
      (c)
      Delivery Requirements

       
	
      17

       
	 
	 	
      Section
      10.

       
	
      Representations
      and Warranties of the Issuer

       
	
      18

       
	 
	 	
      Section
      11.

       
	
      Affirmative
      Covenants of the Issuer

       
	
      19

       
	 
	 	
      Section
      12.

       
	
      Depositor
      Repurchases

       
	
      20

       
	 
	 	 	
      (a)
      Optional Substitution of Schedule 1-A Pool Loans

       
	
      20

       
	 
	 	 	
      (c)
      Substitutions

       
	
      21

       
	 
	 	 	
      (d)
      Condition Precedent to Substitution of Pool Loans

       
	
      21

       
	 
	 	 	
      (e)
      Repurchases of Series 2002-1 Pool Loans that Become Defaulted
      Loans

       
	
      21

       
	 
	 	
      Section
      13.

       
	
      [Reserved.]

       
	
      21

       
	 
	 	
      Section
      14.

       
	
      Indemnities
      by the Depositor

       
	
      21

       
	 
	 	
      Section
      15.

       
	
      Miscellaneous

       
	
      22

       
	 
	 	 	
      (a)
      Amendment

       
	
      22

       
	 
	 	 	
      (b)
      Assignment

       
	
      22

       
	 
	 	 	
      (c)
      Counterparts

       
	
      22

       
	 
	 	 	
      (d)
      GOVERNING LAW

       
	
      22

       
	 
	 	 	
      (e)
      Notices

       
	
      23

       
	 
	 	 	
      (f)
      Severability of Provisions

       
	
      23

       
	 
	 	 	
      (g)
      Successors and Assigns

       
	
      23

       
	 
	 	 	
      (h)
      No Proceedings

       
	
      23

       
	 





 







-ii-













TABLE
OF CONTENTS

(continued)

 

 





	 	 	 	 Page	 
	 	 	
      (i)
      Recourse to the Depositor

       
	
      23

       
	 
	 	 	
      (j)
      Recourse to the Issuer

       
	
      24

       
	 
	 	 	
      (k)
      Confidentiality

       
	
      24

       
	 










	 	
      Schedule
      1 

       
	
      Pool
      Loan Schedule

       
	
      1-1

       
	 
	 	
      Exhibit
      A

       
	
      Form
      of Assignment of Additional Pool Loans

       
	
      A-1

       
	 











-iii-












MASTER
POOL PURCHASE AGREEMENT

 

THIS
MASTER POOL PURCHASE AGREEMENT (the “Agreement”) dated
as of August 29, 2002 as amended and restated as of November 14, 2005 is
made by and between SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability
company, as depositor (the “Depositor”) and
CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a Delaware limited liability
company formerly known as Sierra Receivables Funding Company, LLC, as issuer
(the “Issuer”). This
Agreement, as amended and restated, contains provisions previously contained in
the Series 2002-1 Supplement dated as of August 29, 2002 relating to the Cendant
Timeshare Conduit Receivables Funding, LLC Loan-Backed Variable Funding Notes,
Series 2002-1. By execution and delivery of this Agreement, as amended and
restated, the Series 2002-1 Supplement is incorporated into this Agreement and
the Series 2002-1 PPA Supplement as a separate document shall cease to exist.


 




 

RECITALS

 

WHEREAS,
the Depositor has purchased certain Pool Loans and related Pool Assets
(including an interest in the Timeshare Properties underlying such Pool Loans)
from CTRG-CF and Trendwest (collectively with other sellers of Pool Loans that
may be named in the future, the “Sellers”)
pursuant to the applicable Purchase Agreements and related PA Supplements and
from time to time hereafter will purchase from the Sellers additional Pool Loans
and related Pool Assets; and

 

WHEREAS,
the Depositor wishes to sell to the Issuer the Pool Loans and related Pool
Assets that the Depositor now owns and the Pool Loans and related Pool Assets
that the Depositor from time to time hereafter will own, and the Issuer is
willing to purchase such Pool Loans and related Pool Assets from the Depositor
from time to time on the terms and subject to the conditions contained in this
Agreement;

 

WHEREAS,
the Issuer intends to grant security interests in the Pool Loans and related
Pool Assets that it purchases from the Depositor to the Collateral Agent on
behalf of the Trustee and the holders of Notes issued pursuant to a Master
Indenture and Servicing Agreement of even date herewith, together with the
Indenture Supplement thereto (collectively, the “Indenture
and Servicing Agreement”), each
by and between the Issuer, CTRG-CF as Master Servicer, the Trustee and the
Collateral Agent.

 

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:

 

Section
1.  Definitions.

 

All terms
used but not otherwise specifically defined herein shall have the meanings
ascribed to them in the Purchase Agreements. Whenever used in this Agreement,
the following words and phrases shall have the following meanings:

 







1












 

“Addition
Cut-Off Date” shall
mean any Addition Cut-Off Date under the applicable Purchase
Agreement.

 

“Addition
Date” shall
mean any Addition Date under the applicable Purchase Agreement.

 

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

 

“Additional
Pool Loan” shall
mean a Loan (including Trendwest Timeshare Upgrades purchased by the Depositor
from an Additional Issuer) constituting one of the Pool Loans purchased from the
Depositor on an Addition Date and listed on Schedule 1 to the related
Assignment.

 

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

 

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

 

“Assignment” shall
have the meaning set forth in Section 2(b).

 

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

 

“Closing
Date” shall
mean August 30, 2002.

 

“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 indirect Subsidiary of FRI.

 

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

 

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

 

“Deal
Agent” shall
mean Bank of America, N.A. as Deal Agent under the note purchase agreement,
dated as of August 29, 2002 relating to the Series 2002-1 Notes, among the
Issuer, CTRG-CF, the Purchaser, the Conduits and Alternate Investors named
therein and the Class Agents named therein.

 

“Defective
Loan” shall
mean any Defective Loan under the applicable Purchase Agreement.

 

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

 

“Depositor
Indemnified Amounts” shall
have the meaning set forth in Section 14.

 

“Depositor
Indemnified Party” shall
have the meaning set forth in Section 14.

 

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

 







2












 

“Eligible
Pool Loan” shall
mean any Pool Loan that is an Eligible Loan as defined in the applicable PA
Supplement.

 

“Facility
Documents” shall
mean, collectively, this Agreement, the Purchase Agreements, the Series 2002-1
PA Supplement, the Indenture and Servicing Agreement, each Indenture
Supplement, 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, each Subordinated Note and all other agreements,
documents and instruments delivered pursuant thereto or in connection
therewith.

 

“FRI” shall
mean Fairfield Resorts, Inc., a Delaware corporation and the parent corporation
of CTRG-CF.

 

“Guarantee” shall
mean the performance guarantee dated as of the date hereof, executed by the
Performance Guarantor in favor of the Depositor, the Issuer and the
Trustee.

 

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

 

“Indenture
Supplement” shall
mean the supplement to the Indenture and Servicing Agreement setting forth the
terms of the Series 2002-1 Notes, and all amendments thereof and supplements
thereto.

 

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

 

“Initial
Pool Loans” shall
mean the Pool Loans listed on the Pool Loan Schedule on the Closing
Date.

 

“Installment
Contract” shall
mean any Installment Contract under the applicable Purchase
Agreement.

 

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

 

“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 Issuer, as amended from time to
time.

 

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

 

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

 

“Notes” shall
mean the Series 2002-1 Notes issued by the Issuer pursuant to the Indenture and
Servicing Agreement and the Indenture Supplement.










3












 

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

 

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

 

“PA
Supplement” shall
mean any supplement to a Purchase Agreement relating to Loans constituting
collateral for a particular Series of Notes.

 

“Performance
Guarantor” shall
mean Cendant.

 

“Permitted
Encumbrance” shall
have the meaning assigned to that term in the applicable Purchase
Agreement.

 

“Pool
Assets” shall
mean any and all right, title, and interest of the Depositor in, to and under
(a) the Pool Loans from time to time and the related Transferred Assets and
all of the Depositor’s rights under the Purchase Agreements and the Guarantee,
(b) the Pool Collections and (c) the proceeds of any of the
foregoing.

 

“Pool
Collections” shall
mean all funds that are received on account of or otherwise in connection with
the Pool Loans, including without limitation (a) all Collections in respect of
any Pool Loans, (b) all amounts received from any Seller in respect of amounts
relating to Repurchase Prices and Substitution Adjustment Amounts under the
applicable PA Supplement or from Cendant in respect of any payments made by
Cendant as guarantor of the obligations of the Seller or the Master Servicer
under the Guarantee.

 

“Pool
Loan” shall
mean each Loan that is listed on the Pool Loan Schedule on the Closing Date and
Additional Pool Loans that are listed from time to time on such Pool Loan
Schedule.

 

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

 

“Pool
Loan Purchase Price,” for
the Pool Assets shall have the meaning set forth in Section 3.

 

“Pool
Loan Schedule” shall
mean the list of Loans attached as Schedule 1, as amended from time to time on
each Addition Date and Repurchase Date as provided in Section 8(b) of this
Agreement, which list shall set forth the same information with respect to each
Pool Loan as required in the Loan Schedules for the applicable Purchase
Agreement.

 

“Purchase” shall
mean the sale of Loans and related Transferred Assets from the Depositor to the
Issuer.

 

“Purchase
Agreement” shall
mean each of the Master Loan Purchase Agreement dated as 

 







4












 

of August
29, 2002 by and between CTRG-CF as seller, the Depositor as purchaser and the
other parties named in such agreement; or the Master Loan Purchase Agreement
dated as of August 29, 2002 by and between Trendwest as Seller and the Depositor
as purchaser, in each case as such agreements may be amended, modified or
supplemented from time to time in accordance with the terms thereof, and any
other purchase agreement relating to the purchase of Loans from a Seller by the
Depositor.

 

“Repurchase
Date,” shall
have the meaning set forth in Section 9(b).

 

“Repurchase
Price,” for
each Series, shall have the meaning set forth in Section 9(a)

 

“Schedule
1-A Pool Loan” shall
have the meaning set forth in Section 12.

 

“Schedule
1-B Pool Loan” shall
have the meaning set forth in Section 12.

 

“Seller” shall
have the meaning set forth in the recitals to this Agreement.

 

“Seller
Subsidiary” shall
mean any Subsidiary of a Seller, other than the Depositor or the
Issuer.

 

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

 

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

 

“Series
2002-1 Notes” shall
mean the Cendant Timeshare Conduit Receivables Funding, LLC Loan-Backed Variable
Funding Notes, Series 2002-1 issued under the Indenture and Servicing Agreement
and the Series 2002-1 Indenture Supplement. 

 




“Series
2002-1 Pool Loan” means
each Loan listed from time to time on the Series 2002-1 Pool Loan
Schedule.




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




“Series
2002-1 PA Supplement” shall
mean each PA Supplement relating to the Series 2002-1 Loans.




“Series
2002-1 Purchase Agreement” shall
mean each Purchase Agreement relating to the Series 2002-1 Loans, in each case
as amended by the Series 2002-1 PA Supplement thereto.

 

“Series
2002-1 Supplement” shall
mean the PPA Supplement dated as of August 29, 2002 entered into in connection
with the issuance of the Series 2002-1 Notes and subsequently incorporated into
this Agreement. On and after November 14, 2005, references to the Series


 







5












 

2002-1
Supplement to this Agreement shall refer to this Agreement.

 

“Subordinated
Note” shall
mean the CTRG-CF Subordinated Note, the Trendwest Subordinated Note and any
other subordinated note delivered by a Seller to the Issuer pursuant to a Series
2002-1 PA Supplement.

 

“Substitution
Adjustment Amount” shall
have the meaning set forth in Section 9(c).

 

“Term
Purchase Agreement” shall
mean a purchase agreement between the Depositor and an Additional Issuer
pursuant to which the Depositor 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
Property” shall
have the meaning set forth in the applicable Purchase Agreement.

 

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

 

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

 

“Trustee” shall
have the meaning set forth in the recitals.

 

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

 

Section
2.  Purchase
and Sale.

 

(a)  Agreement. Upon
the terms and subject to the conditions hereof, the Issuer hereby Purchases from
the Depositor, and the Depositor hereby sells and assigns to the Issuer without
recourse except as specifically set forth herein, all of the Depositor’s right,
title and interest in, to and under the Initial Pool Loans listed on the Series
2002-1 Pool Loan Schedule delivered on the Closing Date, together with all other
Pool Assets relating thereto. 

 

The
Series 2002-1 Pool Loan Schedule sets forth a list of all Series 2002-1 Pool
Loans as of the Closing Date and indicates whether each such Loan shall be
designated a Schedule 1-A Pool Loan or a Schedule 1-B Pool Loan. The Series
2002-1 Additional Pool Loans existing at the close of business on each Addition
Cut-Off Date and all other Pool Assets relating thereto shall be sold by the
Depositor and purchased by the Issuer on the related Addition Date. In
connection with the sale and conveyance hereunder, the Depositor agrees on or
prior to the Closing Date and on or prior to each Addition Date (in the case of
Series 2002-1 Additional Pool Loans) to indicate or cause to be indicated
clearly and unambiguously in its accounting, computer and other records that the
Series 2002-1 Pool Loans and the related Pool Assets have been sold to the
Issuer pursuant to this PPA Supplement. In addition, in connection with the sale
and conveyance hereunder, the Depositor agrees on or prior to the Closing Date
and on or prior to each Addition Date (in the case of Series 2002-1 Additional
Pool Loans) to deliver to the Issuer a Series 2002-1 Pool Loan Schedule for such
Series 2002-1 Pool Loans and Series 2002-1 

 







6












 

Additional
Pool Loans.

 

(b)  Purchase
of Series 2002-1 Additional Pool Loans.

 

(i) [Reserved].

 

(ii) The
Depositor may agree with the Issuer that Eligible Loans will be sold by the
Depositor to the Issuer as Series 2002-1 Additional Pool Loans.

 

(iii) On the
Addition Date with respect to any Series 2002-1 Additional Pool Loans, such
Series 2002-1 Additional Pool Loans shall become Series 2002-1 Loans, and the
Issuer shall Purchase the Series 2002-1 Additional Pool Loans and the related
Pool Assets as provided in the Assignment, subject to the satisfaction of the
following conditions on such Addition Date:

 

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

 

(B) On each
of the Addition Cut-Off Date and the Addition Date, the sale of such Series
2002-1 Additional Pool Loans and the related Pool Assets to the Issuer shall not
have caused the Depositor’s insolvency or have been made in contemplation of the
Depositor’s insolvency;

 

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

 

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

 

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

 

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

 

(G) The
Issuer shall have paid the Additional Pool Loan Purchase Price as provided in
Section 3 hereof.

 







7












 

(iv) On the
initial Addition Date with respect to any Series 2002-1 Additional Pool Loans
acquired by the Depositor from Trendwest, as a Seller under a Purchase
Agreement, the Issuer shall Purchase the Series 2002-1 Additional Pool Loans and
the related Pool Assets as provided in the Agreement only upon receipt by the
Issuer of each of the following on such Addition Date in form and substance
acceptable to the Issuer and counsel to the Deal Agent:

 

(A) Copies of
search reports certified by parties acceptable to the Issuer dated a date
reasonably prior to such Addition Date (x) listing all effective financing
statements which name the applicable Seller and the Depositor (under their
present name and any previous names) as debtor or seller and which are filed
with respect to the applicable Seller and the Depositor in each relevant
jurisdiction, together with copies of such financing statements (none of which
shall cover any portion of the Series 2002-1 Additional Pool Loans that are
being purchased from Trendwest and related Pool Assets except as contemplated by
the Facility Documents) and (y) listing all effective financing statements which
name the Issuer (under its present name and any previous names) as debtor or
seller and which are filed with respect to the Issuer in each relevant
jurisdiction, together with copies of such financing statements (none of which
shall cover any portion of Series 2002-1 Additional Pool Loans that are being
purchased from Trendwest and related Pool Assets except as contemplated by the
Facility Documents);

 

(B) Copies of
proper UCC Financing Statement Amendments (Form UCC3), if any, necessary to
terminate all security interests and other rights of any Person in the Series
2002-1 Additional Pool Loans that are being purchased from Trendwest and related
Pool Assets previously granted by the applicable Seller, the Depositor or the
Issuer (except as contemplated by the Facility Documents);

 

(C) Copies of
(x) proper UCC Financing Statements (Form UCC1) naming the Depositor as debtor
or seller of the Series 2002-1 Additional Pool Loans that are being purchased
from Trendwest and related Pool Assets, the Trustee as total assignee and the
Issuer as assignor secured party, (y) proper UCC Financing Statements (Form
UCC1) naming the Issuer as debtor or seller of the Series 2002-1 Additional Pool
Loans that are being purchased from Trendwest and related Pool Assets and the
Trustee as secured party or purchaser and (z) such other similar instruments or
documents with respect to the applicable Seller as may be necessary or in the
opinion of the Purchaser desirable under the UCC of all appropriate
jurisdictions or any comparable law to evidence the perfection of the Trustee’s
interest in the Series 2002-1 Additional Pool Loans that are being purchased
from Trendwest and related Pool Assets; and

 

(D) An
opinion or opinions of counsel to the Depositor, in the 

 







8











 

form
required by the Issuer, with respect to the following: (x) certain security
interest matters, and (y) “true sale” and substantive consolidation
matters.


 

(c)  [Reserved] .

 

(d)  No
Assumption. The
sales and purchases of Pool Assets do not constitute and are not intended to
result in a creation or an assumption by the Issuer or its successors and
assigns of any obligation of any Seller, the Depositor or any other Person in
connection with the Pool Assets (other than such obligations as may arise from
the ownership of the Pool Assets) or under the related Series 2002-1 Pool Loans
or any other agreement or instrument relating thereto, including without
limitation any obligation to any Obligors. None of the Issuer or the Issuer’s
assignees shall have any obligation or liability to any Obligor or other
customer or client of any Seller (including without limitation any obligation to
perform any of the obligations of any Seller under any Loan or related Timeshare
Property or any other agreement or any obligation of any Seller), except such
obligations as may arise from the ownership of the Pool Assets.

 

(e)  No
Recourse. Except
as specifically provided in this Agreement, the sale and Purchase of the Pool
Assets under this Agreement shall be without recourse to the Depositor;
provided, however, that the Depositor shall be liable to the Issuer and its
successors and assigns for all representations, warranties, covenants and
indemnities made by it pursuant to the terms of this Agreement (it being
understood that such obligations of the Depositor will not arise solely on
account of the credit related inability of an Obligor to make a required
Scheduled Payment).

 

(f)  True
Sales. The
Depositor and the Issuer intend the transfers of Pool Assets hereunder to be
true sales by the Depositor to the Issuer that are absolute and irrevocable and
to provide the Issuer with the full benefits of ownership of the Pool Assets,
and neither the Depositor nor the Issuer intends the transactions contemplated
hereunder to be loans from the Issuer to the Depositor secured by the Pool
Assets.

 

(g)  Servicing
of Pool Assets.
Consistent with the Issuer’s ownership of all Pool Assets and subject to the
terms of the Series 2002-1 Pool Loans, as between the parties to this Agreement,
the Issuer shall have the sole right to service, administer and collect all Pool
Assets, to assign such right and to delegate such right to others. In
consideration of the Issuer’s Purchase of the Pool Assets, the Depositor hereby
acknowledges and agrees that the Issuer intends to assign to the Collateral
Agent for the benefit of the Trustee for the benefit of the Noteholders the
rights and interests conveyed by the Depositor to the Issuer hereunder, and
agrees to cooperate fully with the Issuer and its successors and assigns in the
exercise of such rights.

 

(h)  Financing
Statements. In
connection with the foregoing sale, the Depositor agrees to record and file a
financing statement or statements (and continuation statements or other
amendments with respect to such financing statements) with respect to the Pool
Assets sold by the Depositor hereunder meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary to perfect
the interests of the Issuer created hereby under the applicable UCC and to
deliver a file-stamped copy of each such 

 







9












 

financing
statement and continuation statement (or other amendment) or other evidence of
such filings to the Issuer. 

 

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

 

(j)  Transfer
of Pool Loans. All
Series 2002-1 Pool Loans conveyed to the Issuer hereunder shall be held by the
Custodians pursuant to the terms of the applicable Custodial
Agreements.

 

The
Depositor acknowledges that the Issuer will grant a security interest in the
Series 2002-1 Pool Loans and other related Pool Assets to the Collateral Agent
pursuant to the Indenture and Servicing Agreement. The Depositor agrees that,
upon such grant, the Collateral Agent or the Trustee may enforce all of
Depositor’s obligations hereunder and under the Pool Purchase Agreement
directly, including without limitation the repurchase obligations of the
Depositor set forth in Section 9.

 

Section
3.  Pool
Loan Purchase Price.

 

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

 

The
Depositor shall have no obligation to sell any Series 2002-1 Additional Pool
Loan to the Issuer if it has not been paid the Additional Pool Loan Purchase
Price therefor.

 

The
purchase price for any Additional Pool Loans and the related Pool Assets (the
“Additional
Pool Loan Purchase Price”)
conveyed to the Issuer under this Agreement on each Addition Date shall be a
dollar amount equal to the aggregate outstanding principal balance of such
Additional Pool Loans sold on such Addition Date, adjusted to reflect the fair
market value thereof.

 

Section
4.  Payment
of Purchase Price.

 

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

 







10












 

(b)  Manner
of Payment of Additional Pool Loan Purchase Price. On the
terms and subject to the conditions of this Agreement, the Issuer shall pay to
the Depositor, on each other Business Day on which any Pool Assets are purchased
from the Depositor by the Issuer pursuant to this Agreement, the Additional Pool
Loan Purchase Price for such Pool Assets by paying such Additional Pool Loan
Purchase Price to the Depositor in cash.

 

(c)  Payment
of Adjustments. The
Depositor shall pay to the Issuer in cash, on the date of receipt by the
Depositor, any payment in respect of Repurchase Prices or Substitution
Adjustment Amounts relating to the Pool Assets made by any Seller to the
Depositor pursuant to any Purchase Agreement. The Depositor shall instruct the
Sellers to deposit all payments in respect of such Repurchase Prices and
Substitution Adjustment Amounts directly in the Collection Account.

 

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

 

Section
5.  Conditions
Precedent to Sale of Pool Loans.

 

The
Issuer’s obligations hereunder to purchase and pay for the Pool Assets on the
Closing Date are subject to the fulfillment of the following conditions on or
before the Closing Date:

 

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

 

(b)  The
representations and warranties of each Seller, each Seller Subsidiary and the
Depositor made in the Series 2002-1 Purchase Agreements and the representations
and warranties of the Depositor in this Agreement shall be true and correct in
all material respects on the Closing Date.

 

Section
6.  Representations
and Warranties of the Depositor.

 

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

 

(a)  The
Depositor 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. The Depositor is duly qualified to do business and is in
good standing as a foreign entity, and has obtained all necessary licenses and


 







11












 

approvals
in each jurisdiction necessary to carry on its business as presently conducted
and to perform its obligations under this Agreement.

 

(b)  The
execution, delivery and performance by the Depositor of each of the Facility
Documents to which it is a party and the consummation by the Depositor of the
transactions provided for in this Agreement and each other Facility Document to
which it is a party have been duly authorized by the Depositor by all necessary
limited liability company action.

 

(c)  This
Agreement and each other Facility Document to which it is a party has been duly
and validly executed and delivered by the Depositor and constitutes the legal,
valid and binding obligation of the Depositor, enforceable against it in
accordance with its respective terms, except as such 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).

 

(d)  The
execution, delivery and performance by the Depositor of this Agreement and each
other Facility Document to which it is a party and the consummation by the
Depositor of the transactions contemplated hereby and thereby do not contravene
(i) the Depositor’s limited liability company agreement, (ii) any law, rule or
regulation applicable to the Depositor, (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 the Depositor or (iv) any order, writ, judgment, award,
injunction or decree binding on or affecting the Depositor or its properties
(except where such contravention would not have a Material Adverse Effect with
respect to the Depositor or its 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 its properties; and no transaction contemplated hereby
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 Pool Loans and Pool Assets constitute assets of any
Benefit Plan or Plan with respect to which the Depositor is a party in interest
or disqualified person.

 

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

 

(f)  All
approvals, authorizations, consents or orders of any court or governmental
agency or body required in connection with the execution and delivery by the
Depositor of this Agreement or any other Facility Document to which it is a
party, the consummation by it of the transactions contemplated hereby or thereby
and the performance by it 

 







12












 

of, and
the compliance by it with, the terms hereof or thereof, have been obtained,
except where the failure to do so would not have a Material Adverse Effect with
respect to the Depositor.

 

(g)  The
Depositor, both prior to and immediately after giving effect to the sale of Pool
Loans to the Issuer on such date, (A) is not insolvent (as such term is
defined in 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.

 

(h)  The
Depositor has observed the applicable legal requirements on its part for the
recognition of the Depositor as a legal entity separate and apart from each of
the Seller, the Seller Subsidiaries and any of their respective
Affiliates.

 

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 Pool Loans by the Depositor to the Issuer and the
grant of a security interest in the Pool Assets by the Issuer to the Collateral
Agent and shall inure to the benefit of the Issuer, the Trustee, the Collateral
Agent and the Noteholders and their respective designees, successors and
assigns.

 

The
Depositor hereby assigns to the Issuer its rights relating to the Series 2002-1
Pool Loans under the related Purchase Agreements, including without limitation
any rights the Depositor may have to payments due from the related Seller for
repurchases of Defective Loans (as such term is defined in such Purchase
Agreement) resulting from the breach of representations and warranties made
under such Purchase Agreement.

 

Section
7.  Affirmative
Covenants of the Depositor.


 

From and
after the date hereof until the termination of this Agreement, the Depositor
shall:

 

(a)  Separate
Legal Entity. Take
such actions as shall be required on its part in order that the identity of the
Depositor as a legal entity separate from each of the Sellers, the Seller
Subsidiaries and any of their respective Affiliates will be recognized,
including:

 

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

 

(ii) The
Depositor will maintain corporate records and books of account separate from
those of the Sellers, the Seller Subsidiaries, their respective Affiliates and
the Issuer and telephone numbers and stationery that are separate and distinct
from those of the Seller, the Seller Subsidiaries, their respective Affiliates
and the Issuer;

 

(iii) The
Depositor’s assets will be maintained in a manner that facilitates their
identification and segregation from those of any of the Sellers, the Seller
Subsidiaries, their respective Affiliates and the Issuer;

 







13












 

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

 

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

 

(vi) Not less
than one member of the Depositor’s board of directors will be an Independent
Director. The Depositor will observe those provisions in its limited liability
agreement that provide that the Depositor’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 Depositor unless the Independent Director and all other
members of the Depositor’s board of directors unanimously approve the taking of
such action in writing prior to the taking of such action;

 

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

 

(viii) The
Depositor will not hold itself out to be responsible for the debts of any of the
Sellers, the Seller Subsidiaries or their respective Affiliates.

 

(b)  Compliance
with Laws, Etc. Comply
in all material respects with all applicable laws, rules, regulations,
judgments, decrees and orders (including without limitation those relating to
the Loans and related Timeshare Properties), in each case to the extent that any
such failure to comply, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect with respect to the
Depositor.

 

(c)  Preservation
of Corporate Existence.
Preserve and maintain its limited liability company existence, rights,
franchises and privileges in the jurisdiction of its formation and qualify and
remain qualified in good standing as a foreign entity in each jurisdiction in
which the failure to preserve and maintain such qualification as a foreign
corporation could reasonably be expected to have a Material Adverse Effect with
respect to the Depositor.

 

(d)  Keeping
of Records and Books of Account. Mark
its computer files, books and records to indicate the sale of all Pool Assets to
the Issuer hereunder.

 







14












 

(e)  Payment
of Taxes. To the
extent required by applicable law, file (or cause to be filed on its behalf as a
member of a consolidated group) all tax returns and reports required by law to
be filed by it and pay all taxes, assessments and governmental charges thereby
shown to be owing by it, except for any such taxes, assessments or charges (i)
that are being diligently contested in good faith by appropriate proceedings,
for which adequate reserves in accordance with GAAP have been set aside on its
books and that have not given rise to any Liens (other than Permitted
Encumbrances) or (ii) the amount of which, either singly or in the aggregate,
would not have a Material Adverse Effect with respect to the
Depositor.

 

(f)  Turnover
of Collections. If the
Depositor or any of its agents or representatives at any time receives any cash,
checks or other instruments constituting Pool Collections, segregate and hold
such payments in trust for, and in a manner acceptable to, the Master Servicer
and promptly upon receipt (and in any event within two Business Days following
receipt) remit all such cash, checks and instruments, duly endorsed or with duly
executed instruments of transfer, to the applicable Collection
Account.

 

Section
8.  Negative
Covenants of the Depositor.

 

From and
after the date hereof until the final Series Termination Date, the Depositor
agrees that it will not:

 

(a)  Sales,
Liens, Etc. Sell,
assign (by operation of law or otherwise) or otherwise dispose of, or create or
suffer to exist any Lien (other than Permitted Encumbrances) of anyone claiming
by or through it on or with respect to, any Pool Asset or any interest therein,
other than sales of Pool Assets pursuant to this Agreement.

 

(b)  No
Mergers, Etc.
Consolidate with or merge with or into any other Person or convey, transfer or
sell (other than to the Issuer) all or substantially all of its properties and
assets to any Person.

 

(c)  Change
in Name. Change
its name or its type or jurisdiction of organization unless the Depositor has
given the Issuer and its assignees and the rating agencies then rating the
Series 2002-1 Notes at least 30 days’ prior written notice thereof and taken all
action necessary or reasonably requested by the Trustee to amend its existing
financing statements and file additional financing statements in all applicable
jurisdictions in order to perfect and maintain the perfection of the ownership
interest or security interest of the Issuer in the Pool Loans and the related
Pool Assets.

 

(d)  Indebtedness. Create,
incur or permit to exist, or give any guarantee or indemnity in respect of, any
indebtedness except for (A) liabilities created or incurred by the Depositor
pursuant to the Facility Documents or contemplated by such Facility Documents
and (B) other reasonable and customary operating expenses; provided that the
Depositor shall not incur any indebtedness for borrowed money in excess of
$9,500 unless the related creditor shall agree in writing to a non-petition
covenant substantially similar to Section 15(h)(ii) hereof for the benefit of
the Depositor.

 

(e)  Amendments,
Etc. Permit
the validity or effectiveness of any Facility Document to which it is a party or
the rights and obligations created thereby or pursuant thereto 

 







15












 

to be
amended, terminated, postponed or discharged, or permit any amendment to any
Facility Document to which it is a party without the consent of the Issuer and
the Deal Agent, or permit any Person whose obligations form part of the Pool
Assets to be released from such obligations, except in accordance with the terms
of such Facility Document.

 

(f)  Capital
Expenditures. Incur
or make any expenditure (by long-term or operating lease or otherwise) for
capital assets (either realty or personalty).

 

(g)  Limitation
on Business. Engage
in any business other than financing, purchasing, owning and selling and
managing the Pool Assets in the manner contemplated by the Facility Documents
and any Term Purchase Agreement and all activities incidental thereto, or enter
into or be a party to any agreement or instrument other than any Facility
Document, any Term Purchase Agreement or documents and agreements incidental
thereto.

 

(h)  Capital
Contributions. Except
as contemplated by the Facility Documents or a Term Purchase Agreement, or in
connection with the creation of an Additional Issuer, make any loan or advance
or credit to, or guarantee (directly or indirectly or by an instrument having
the effect of assuring another’s payment or performance on any obligation or
capability of so doing or otherwise), endorse or otherwise become contingently
liable, directly or indirectly, in connection with the obligations, stocks or
dividends of, or own, purchase, repurchase or acquire (or agree contingently to
do so) any stock, obligations, assets or securities of, or any other interest
in, or make any capital contribution to, any other Person without the consent of
the holders of a majority of the outstanding principal amount of the
Notes.

 

Section
9.  Repurchases
or Substitutions of Pool Loans for Breach of Representations and
Warranties.

 

(a)  Repurchase
or Substitution Obligation. Subject
to Section 9(b), upon discovery by the Depositor or the related Seller or upon
written notice from the Issuer or the Trustee that any Series 2002-1 Pool Loan
is a Defective Loan, the Depositor shall, or shall cause the applicable Seller
to, within 90 days after the earlier of the discovery or receipt of notice
thereof, cure such Defective Loan in all material respects or either (i)
repurchase such Defective Loan from the Issuer or its assignee at the Repurchase
Price or (ii) substitute one or more Qualified Substitute Loans for such
Defective Loan. For purposes of this Agreement, the term “Repurchase
Price” shall
mean an amount equal to the outstanding Principal Balance of such Defective Loan
as of the close of business on the Due Date immediately preceding the Payment
Date on which the repurchase is to be made, plus accrued but unpaid interest
thereon to the date of such repurchase. The Issuer hereby directs the Depositor,
for so long as the Indenture and Servicing Agreement is in effect, to make such
payment on its behalf to the Collection Account pursuant to Section 9(b). The
following defects with respect to documents in any Loan File, solely to the
extent they do not impair the validity or enforceability of the subject document
under applicable law, shall not be deemed to constitute a breach of the
representations and warranties contained in Section 6(b) of the related Purchase
Agreement: misspellings of or omissions of initials in names; name changes from
divorce or marriage; discrepancies as to payment dates in a Series 2002-1 Pool
Loan of no more than 30 days; discrepancies as to Scheduled Payments of no more
than $5.00; discrepancies as to origination dates of not more than 30 days;
inclusion of additional parties other than the primary Obligor not listed in the


 







16












 

Master
Servicer’s records or in the Series 2002-1 Pool Loan Schedule and
non-substantive typographical errors and other non-substantive minor errors of a
clerical or administrative nature.

 

(b)  Repurchases
and Substitutions. The
Depositor shall provide written notice to the Issuer of any repurchase pursuant
to Section 9(a) not less than two Business Days prior to the date on which such
repurchase is to be effected, specifying the Defective Loan and the Repurchase
Price therefor. Upon the repurchase of a Defective Loan pursuant to Section
9(a), the Depositor shall deposit, or shall cause the applicable Seller to
deposit, the Repurchase Price in the Collection Account on behalf of the Issuer
no later than 12:00 noon, New York time, on the Payment Date on which such
repurchase is made (the “Repurchase
Date”).

 

(c)  Delivery
Requirements. If the
applicable Seller elects to substitute a Qualified Substitute Loan or Loans for
a Defective Loan pursuant to the applicable PA Supplement, the Depositor shall
deliver, or shall cause the applicable Seller to deliver, such Qualified
Substitute Loan in the same manner as the other Series 2002-1 Pool Loans sold
hereunder, including delivery of the applicable Loan Documents as required
pursuant to the applicable Custodial Agreement and satisfaction of the same
conditions with respect to such Qualified Substitute Loan as to the Purchase of
Additional Pool Loans set forth in Section 2(b)(iii). No Qualified Substitute
Loan shall be selected in a manner adverse to the Issuer or its assignees.
Payments due with respect to Qualified Substitute Loans prior to the last day of
the Due Period next preceding the date of substitution shall not be property of
the Issuer, but will be retained by the Master Servicer and remitted by the
Master Servicer to the Depositor for payment to the applicable Seller on the
next succeeding Payment Date. Scheduled Payments due on a Defective Loan prior
to the last day of the Due Period next preceding the date of substitution shall
be property of the Issuer, and from and after such last day of the Due Period
next preceding the date of substitution all Scheduled Payments due and other
amounts received in respect of such Defective Loan shall be the property of the
Depositor or the applicable Seller. The Depositor shall cause the Master
Servicer to deliver a schedule of any Defective Loans so removed and Qualified
Substitute Loans so substituted to the Issuer. Upon each such substitution, the
Qualified Substitute Loan or Loans shall be subject to the terms of this PPA
Supplement in all respects, and the representations and warranties of the
applicable Seller under the related Purchase Agreement and PA Supplement with
respect to each Qualified Substitute Loan shall be assigned to the Issuer
hereunder. The Depositor shall be obligated to repurchase or substitute, or to
cause the applicable Seller to repurchase or substitute, for any Qualified
Substitute Loan as to which such Seller has breached such Seller’s
representations and warranties in Section 6(b) of the related Purchase Agreement
or applicable PA Supplement to the same extent as for any other Series 2002-1
Pool Loan, as provided herein or therein. In connection with the substitution of
one or more Qualified Substitute Loans for one or more Defective Loans, the
Depositor shall deposit, or shall cause the applicable Seller to deposit, an
amount equal to the related Substitution Adjustment Amount (as defined in the
related Purchase Agreement), if any (the “Substitution
Adjustment Amount”), into
the applicable Collection Account on the date of substitution, without any
reimbursement therefor.

 

Upon each
repurchase or substitution, the Issuer shall automatically and without further
action sell, transfer, assign, set over and otherwise convey to the Depositor or
to the related Seller, if applicable, without recourse, representation or
warranty, all of the Issuer’s right, title and interest in and to such Defective
Loan, the related Timeshare Property, the Loan File relating 

 







17












 

thereto
and any other related Pool Assets, all monies due or to become due with respect
thereto and all Pool Collections with respect thereto (including payments
received from Obligors from and including the last day of the Due Period next
preceding the date of transfer, subject to the payment of any Substitution
Adjustment Amount). The Issuer shall execute such documents, releases and
instruments of transfer or assignment and take such other actions as shall
reasonably be requested by the Depositor or the Seller to effect the conveyance
of such Defective Loan, the related Timeshare Property and related Loan File
pursuant to this Section 9(c). 

 

Promptly
after the occurrence of a Repurchase Date and after the repurchase of or
substitution for Defective Loans in respect of which the Repurchase Price has
been paid or one or more Qualified Substitute Loans has been substituted
therefor on such date, the Depositor shall direct the Master Servicer to delete
such Defective Loans from the Series 2002-1 Pool Loan Schedule.

 

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

 

Section
10.  Representations
and Warranties of the Issuer.

 

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

 

(a)  The
Issuer is a limited liability company duly formed, validly existing and in good
standing under the laws of the State of Delaware and has full 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. The Issuer is duly qualified to do business and is in good
standing as a foreign entity, and has obtained all necessary licenses and
approvals in each jurisdiction necessary to carry on its business as presently
conducted and to perform its obligations under this Agreement.

 

(b)  The
execution, delivery and performance by the Issuer of each of the Facility
Documents to which it is a party and the consummation by the Issuer of the
transactions provided for in this Agreement and each other Facility Document to
which it is a party have been duly authorized by the Issuer by all necessary
limited liability company action.

 

(c)  This
Agreement and each other Facility Document to which it is a party constitutes
the legal, valid and binding obligation of the Issuer, enforceable against it in
accordance with its respective terms, except as such 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).

 

(d)  The
execution, delivery and performance by the Issuer of this Agreement and each
other Facility Document to which it is a party and the consummation by the
Issuer of the transactions contemplated hereby and thereby do not contravene (i)
the Issuer’s limited liability company agreement, (ii) any law, rule or
regulation applicable to the Issuer, (iii) any 

 







18












 

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 the Issuer or (iv) any order, writ,
judgment, award, injunction or decree binding on or affecting the Issuer or its
properties (except where such contravention would not have a Material Adverse
Effect with respect to the Issuer or its 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 its properties; and no transaction
contemplated hereby 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 Pool Loans and Pool Assets
constitute assets of any Benefit Plan or Plan with respect to which the Issuer
is a party in interest or disqualified person.

 

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

 

(f)  All
approvals, authorizations, consents or orders of any court or governmental
agency or body required in connection with the execution and delivery by the
Issuer of this Agreement or any other Facility Document to which it is a party,
the consummation by it of the transactions contemplated hereby or thereby and
the performance by it of, and the compliance by it with, the terms hereof or
thereof, have been obtained, except where the failure to do so would not have a
Material Adverse Effect with respect to the Issuer.

 

(g)  The
Issuer (A) is not insolvent (as such term is defined in 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.

 

(h)  The
Issuer has observed the applicable legal requirements on its part for the
recognition of the Issuer as a legal entity separate and apart from each of the
Seller, the Seller Subsidiaries and any of their respective
Affiliates.

 

Section
11.  Affirmative
Covenants of the Issuer.

 

From and
after the date hereof until the termination of this Agreement, the Issuer shall
take such actions as shall be required on its part in order that the identity of
the Issuer as a legal entity separate from the Depositor, the Sellers, the
Seller Subsidiaries and any of their respective Affiliates will be recognized,
including:

 

(i) The
Issuer will conduct its business in office space allocated to it

 







19












 

 and
for which it pays an appropriate rent and overhead allocation;

 

(ii) The
Issuer will maintain corporate records and books of account separate from those
of the Depositor, the Sellers, the Seller Subsidiaries and their respective
Affiliates and telephone numbers and stationery that are separate and distinct
from those of the Sellers, the Seller Subsidiaries and their respective
Affiliates;

 

(iii) The
Issuer’s assets will be maintained in a manner that facilitates their
identification and segregation from those of any of the Depositor, the Sellers,
the Seller Subsidiaries and their respective Affiliates;

 

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

 

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

 

(vi) Not less
than one member of the Issuer’s board of directors will be an Independent
Director. The Issuer will observe those provisions in its limited liability
company agreement that provide that the Issuer’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 Issuer unless the Independent Director and all
other members of the Issuer’s board of directors unanimously approve the taking
of such action in writing prior to the taking of such action;

 

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

 

(viii) The
Issuer will not hold itself out to be responsible for the debts of any of the
Depositor, the Sellers, the Seller Subsidiaries and their respective
Affiliates.

 

Section
12.  Depositor
Repurchases.

 

(a)  Optional
Substitution of Schedule 1-A Pool Loans. On each
Closing Date and each Addition Date, the Depositor shall designate the Pool
Loans, if any, Purchased on such 

 







20












 

date that
will be subject to optional substitution in whole or in part by the Depositor
(such Pool Loans, the “Schedule
1-A Pool Loans”), and
such Pool Loans shall be listed as Schedule 1-A Pool Loans in the Pool Loan
Schedule. All other Pool Loans Purchased by the Issuer from the Depositor on any
Closing Date or Addition Cut-Off Date (the “Schedule
1-B Pool Loans”) shall
be listed as Schedule 1-B Pool Loans in the Pool Loan Schedule and shall not be
subject to optional substitution pursuant to this Section 12. The Depositor may
not change the designation of any Pool Loan from a Schedule 1-B Pool Loan to a
Schedule 1-A Pool Loan.

 

(b)  [Reserved.]

 

(c)  Substitutions.
Schedule 1-A Pool Loans and any other Pool Loans subject to substitution
pursuant to this Section 12 shall be removed from the Schedule 1-A Pool Loans
and another Pool Loan substituted therefore by the Depositor subject to the
notice and re-conveyance provisions applicable to Defective Loans substitution
provisions of the related PPA Supplement.

 

(d)  Condition
Precedent to Substitution of Pool Loans. No
removal and substitution of any Pool Loans shall be made under Section 12 of
this Agreement on any date unless the Depositor provides a Pool Loan in
substitution for the Pool Loan released in accordance with the provisions
applicable to substitution for Defective Loans.

 

(e)  Repurchases
of Series 2002-1 Pool Loans that Become Defaulted Loans. The
Depositor hereby acknowledges the Sellers’ option to repurchase certain
Defaulted Loans directly from the Issuer on the terms and subject to the terms
and conditions set forth in the applicable Series 2002-1 PA
Supplements.

 

Section
13.  [Reserved.]

 

Section
14.  Indemnities
by the Depositor.

 

Without
limiting any other rights that any Depositor Indemnified Party may have
hereunder or under applicable law, the Depositor agrees to indemnify the Issuer
and each of its successors, permitted transferees and assigns (including the
Trustee for the benefit of Noteholders), and all officers, directors,
shareholders, controlling Persons, employees and agents of any of the foregoing
(each of the foregoing Persons, a “Depositor
Indemnified Party”), from
and against any and all damages, losses, claims (whether on account of
settlements or otherwise), actions, suits, demands, judgments, liabilities
(including penalties), obligations or disbursements of any kind or nature and
related costs and expenses (including reasonable attorneys’ fees and
disbursements) awarded against or incurred by any of them, arising out of or as
a result of any of the following (all of the foregoing, collectively,
“Depositor
Indemnified Losses”):

 

(a)  any
representation or warranty made by the Depositor under any of the Facility
Documents having been untrue or incorrect in any respect when made or deemed to
have been made; provided,
however, that
the Depositor’s obligation to repurchase Defective Loans pursuant to Section 9
with respect to any representation assigned to the Issuer pursuant to this
Agreement having been incorrect when made shall be the only remedy available to
the Issuer or its assignees relating to such incorrect
representation;

 







21












 

(b)  the
failure to vest and maintain in the Issuer a first priority perfected ownership
or security interest in the Pool Assets, free and clear of any Lien arising
through the Depositor or anyone claiming through or under the Depositor;
or

 

(c)  any
failure of the Depositor to perform its duties or obligations in accordance with
the provisions of any Facility Documents to which it is a party.

 

Notwithstanding
the foregoing, no indemnification payments shall be payable by the Depositor
pursuant to this Section 14 except to the extent of funds available to the
Depositor for such purpose.

 

Notwithstanding
the foregoing (and with respect to clause (ii) below, without prejudice to the
rights that the Issuer may have pursuant to the other provisions of this
Agreement or the provisions of any of the other Facility Documents), in no event
shall any Depositor Indemnified Party be indemnified for any Depositor
Indemnified Losses (i) resulting from negligence or willful misconduct on the
part of such Depositor Indemnified Party, (ii) to the extent the same includes
losses in respect of Pool Assets and reimbursement therefor that would
constitute credit recourse to the Depositor for the amount of any Pool Asset not
paid by the related Obligor or (iii) resulting from the action or omission of
the Master Servicer.

 

If for
any reason the indemnification provided in this Section 14 is unavailable to a
Depositor Indemnified Party or is insufficient to hold a Depositor Indemnified
Party harmless, then the Depositor shall contribute to the maximum amount
payable or paid to such Depositor Indemnified Party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect not
only the relative benefits received by such Depositor Indemnified Party on the
one hand and the Depositor on the other hand, but also the relative fault of
such Depositor Indemnified Party and the Depositor, and any other relevant
equitable considerations.

 

Section
15.  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 or thereto by written
agreement signed by the parties hereto or thereto.

 

(b)  Assignment. The
Issuer has the right to assign its interest under this Agreement as may be
required to effect the purposes of the Indenture and Servicing Agreement without
the consent of the Depositor, and the assignee shall succeed to the rights
hereunder of the Issuer. In addition, but only to the extent allowed by the
Indenture and Servicing Agreement, each of the Collateral Agent and the Trustee
has the right to assign its interest hereunder without the written consent of
the Depositor and the assignee shall succeed to the rights hereunder or
thereunder of Collateral Agent or Trustee.

 

(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)  GOVERNING
LAW. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW 

 







22












 

YORK,
INCLUDING § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

 

(e)  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 registered mail,
postage prepaid, or by express delivery service, to (i) in the case of
Depositor, 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 Issuer and (ii) in the case of the
Issuer, Cendant Timeshare Conduit Receivables Funding, LLC, 10750 West
Charleston Blvd., Suite 130, Mailstop 2046, Las Vegas, Nevada 89135, Attention:
President, or such other address an may be furnished to the
Depositor.

 

(f)  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.

 

(g)  Successors
and Assigns. This
Agreement shall be binding upon the Depositor and the Issuer and their
respective successors and assigns, as may be permitted hereunder, and shall
inure to the benefit of, and be enforceable by, the Depositor and the Issuer and
each of the Collateral Agent, the Trustee and the Noteholders.

 

(h)  No
Proceedings.

 

(i)  The
Depositor hereby agrees that it will not institute against the Issuer or join
any other Person in instituting against the Issuer any proceeding under any
Debtor Relief Law so long as the Termination Date shall not have occurred or
there shall not have elapsed one year plus one day since the Termination Date.
The foregoing shall not limit the right of the Depositor to file any claim in or
otherwise take any action with respect to any proceeding under any Debtor Relief
Law that was instituted against the Issuer by any Person other than the
Depositor.

 

(ii)  The
Issuer hereby agrees that it will not institute against the Depositor or
WorldMark or join any other Person in instituting against the Depositor or
WorldMark any proceeding under any Debtor Relief Law so long as the Termination
Date shall not have occurred or there shall not have elapsed one year plus one
day since the Termination Date. The foregoing shall not limit the right of the
Issuer to file any claim in or otherwise take any action with respect to any
proceeding under any Debtor Relief Law that was instituted against the Depositor
or WorldMark by any Person other than the Issuer.

 

(i)  Recourse
to the Depositor. Except
to the extent expressly provided otherwise in the Facility Documents, the
obligations of the Depositor under the Facility Documents to which it is a party
are solely the obligations of the Depositor, and no recourse shall be had for
payment of any fee payable by or other obligation of or claim against the
Depositor 

 







23












 

that
arises out of any Facility Document to which the Depositor is a party against
any director, officer or employee of the Depositor. The provisions of this
Section 15(i) shall survive the termination of this Agreement.

 

(j)  Recourse
to the Issuer. Except
to the extent expressly provided otherwise in the Facility Documents, the
obligations of the Issuer under the Facility Documents to which it is a party
(i) are solely the obligations of the Issuer, and no recourse shall be had
for payment of any fee payable by or other obligation of or claim against the
Issuer that arises out of any Facility Document to which the Issuer is a party
against any director, officer or employee of the Issuer and (ii) are
payable solely from funds available to the Issuer under the Indenture and
Servicing Agreement for such purpose. The provisions of this Section 15(j) shall
survive the termination of this Agreement.

 

(k)  Confidentiality. The
Issuer agrees to maintain the confidentiality of any information regarding the
Sellers, the Seller Subsidiaries, the Depositor and Cendant obtained in
accordance with the terms of this Agreement that is not publicly available;
provided,
however, that
the Issuer may reveal such information (i) as necessary or appropriate in
connection with the administration or enforcement of this Agreement or its
funding of Purchases under this Agreement, (ii) as required by law, government
regulation, court proceeding or subpoena and (iii) as necessary or appropriate
in connection with the financing statements filed pursuant to this
Agreement.


 












24
















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.

 




 


	 	 	 	
      SIERRA
      DEPOSIT COMPANY, LLC

      as
      Depositor
	 
	 	 	
       

      By:
	
       

      /s/ Mark A. Johnson
      

      
	 
	 	 	 	
      Name:
      Mark A. Johnson

      Title:
      President
	 






 


	 	 	 	
      CENDANT
      TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC

      as
      Issuer
	 
	 	 	
       

      By:
	
       

      /s/ Mark A. Johnson
      

      
	 
	 	 	 	
      Name:
      Mark A. Johnson

      Title:
      President
	 



 










[Signature
page for Amended and Restated Pool Purchase Agreement]

 























Schedule
1







Pool
Loan Schedule



















Schedule
1-A Loans






















Schedule
1-B Loans













 


























EXHIBIT
A

 

FORM OF
ASSIGNMENT OF ADDITIONAL POOL LOANS

 

ASSIGNMENT
NO. __ OF ADDITIONAL POOL LOANS dated as of _______, by and between SIERRA
DEPOSIT COMPANY, LLC, a Delaware limited liability company, as depositor (the
“Depositor”) and
CENDANT TIMESHARE CONDUIT RECEIVABLES FUNDING, LLC, a Delaware limited liability
company, as issuer (the “Issuer”),
pursuant to the Agreement referred to below.




WITNESSETH:

 

WHEREAS,
the Depositor and the Issuer are parties to the Master Pool Purchase Agreement
dated as of August
29, 2002 (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 Depositor wishes to designate Additional Pool
Loans to be included as Pool Loans, and the Depositor wishes to sell its right,
title and interest in and to the Additional Pool Loans to the Issuer pursuant to
this Assignment and the Agreement; and




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




NOW,
THEREFORE, the Depositor and the Issuer 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 Pool Loans, __________.




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




“Additional
Pool Assets” shall
have the meaning set forth in Section 3(a).




“Additional
Pool Loans” shall
mean the Additional Pool Loans that are sold hereby and listed on Schedule
1.




2. Designation
of Additional Pool Loans. The
Depositor delivers herewith a Series 2002-1 Pool Loan Schedule containing a true
and complete list of the Additional Pool Loans. Such Series 2002-1 Pool 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.
All Additional Pool Loans listed as Schedule 1-A Loans or Schedule 1-B Loans on
such Pool Loan Schedule shall be Schedule 1-A Loans or Schedule 1-B Loans,
respectively, for all purposes under the Agreement.

 







A-1












 

3. Sale
of Additional Pool Loans.




(a) The
Depositor does hereby sell, transfer, assign, set over and otherwise convey to
the Issuer, without recourse except as provided in the Agreement, all of the
Depositor’s right, title and interest in, to and under (i) all Additional Pool
Loans and related Pool Assets owned by the Depositor on the Addition Date and
all rights of the Depositor under the Purchase Agreements and the Guarantee with
respect to the Additional Pool Loans, (ii) all Pool Collections with respect
thereto and (iii) all proceeds of any of the foregoing (collectively, the
“Additional
Pool Assets”).

 

In
connection with the foregoing sale and if necessary, the Depositor 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 Pool Assets meeting the requirements of applicable law
in such manner and in such jurisdictions as are necessary to perfect the sale of
the Additional Pool Assets to the Issuer, 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 Issuer.




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




It is the
express and specific intent of the parties that the transfer of the Additional
Pool Loans and the other Additional Pool Assets from the Depositor to the Issuer
as provided is and shall be construed for all purposes as a true and absolute
sale of such Additional Pool Loans and Additional Pool Assets, shall be absolute
and irrevocable and provide the Issuer with the full benefits of ownership of
the Additional Pool Loans and the other Additional Pool Assets. Without
prejudice to the preceding sentence providing for the absolute transfer of the
Depositor’s interest in the Additional Pool Loans and other Additional Pool
Assets to the Issuer, in order to secure the prompt payment and performance of
all obligations of the Depositor to the Issuer under the Agreement, whether now
or hereafter existing, due or to become due, direct or indirect, or absolute or
contingent, the Depositor hereby assigns and grants to the Issuer a first
priority security interest in all of the Depositor’s right, title and interest,
whether now owned or hereafter acquired, if any, in, to and under all of the
Additional Pool Loans and the other Additional Pool Assets and the proceeds
thereof. The Depositor acknowledges that the Additional Pool Loans and other
Additional Pool 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 Issuer. The
Issuer hereby acknowledges that, prior to or simultaneously with the execution
and delivery of this Assignment, the Depositor delivered to the Issuer the Pool
Loan Schedule described in Section 2 of this Assignment with respect to all
Additional Pool Loans.




5. Representations
and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Issuer 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 

 







A-2












 

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.]




 




 







 






A-3
















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.








	 	 	 	
      SIERRA
      DEPOSIT COMPANY, LLC

      as
      Depositor
	 
	 	 	
       

      By:
	 
      

    	 
	 	 	 	
      Name:
      

      Title:
      
	 






 


	 	 	 	
      SIERRA
      RECEIVABLES FUNDING COMPANY, LLC

      as
      Issuer
	 
	 	 	
       

      By:
	 
      

    	 
	 	 	 	
      Name:
      

      Title: