SEC Info - Cendant Corp - 8-K - For 11/14/05

EXHIBIT 10.5

EXECUTION COPY

MASTER LOAN PURCHASE AGREEMENT

Dated as of August 29, 2002

Amended and Restated as of November 14, 2005

by and between

TRENDWEST RESORTS, INC.,

as Seller

and

SIERRA DEPOSIT COMPANY, LLC

as Purchaser

TABLE OF CONTENTS

		Page
Section 1.	Definitions	1
Section 2.	Purchase and Sale of Loans	14
Section 3.	Pool Purchase Price	14
Section 4.	Payment of Purchase Price	15
	(a) Closing Dates	15
	(b) Manner of Payment of Additional Pool Purchase Price	15
	(c) Scheduled Payments Under Loans and Cut-Off Date	15
Section 5.	Conditions Precedent to Sale of Loans	15
Section 6.	Representations and Warranties of the Seller	15
	(a) General Representations and Warranties of the Seller	16
	(b) Representations and Warranties Regarding the Loans	19
	(c) Representations and Warranties Regarding the Loan Files	24
	(d) Survival of Representations and Warranties	24
	(e) Indemnification of the Company	24
Section 7.	Repurchases or Substitution of Loans for Breach of Representations and Warranties	25
Section 8.	Covenants of the Seller	25
	(a) Affirmative Covenants of the Seller	25
	(b) Negative Covenants of the Seller	28
Section 9.	Representations and Warranties of the Company	30
Section 10.	Affirmative Covenants of the Company	31
Section 10A	Negative Covenant of the Company	32
Section 11.	Miscellaneous	32
	(a) Amendment	32
	(b) Assignment	32
	(c) Counterparts	33
	(d) Termination	33
	(e) GOVERNING LAW	33
	(f) Notices	33
	(g) Severability of Provisions	33
	(h) Successors and Assigns	33
	(i) Costs, Expenses and Taxes	33
	(j) No Bankruptcy Petition	34

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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 Trendwest Resorts, Inc.
	Exhibit D		Forms of Loans
	Exhibit E		Forms of Lockbox Agreement

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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 TRENDWEST RESORTS, INC., an Oregon corporation, as seller (the “Seller”), and SIERRA DEPOSIT COMPANY, LLC, a Delaware limited liability company, as purchaser (hereinafter referred to as the “Purchaser” or the “Company”).

RECITALS

WHEREAS, Trendwest has originated certain Loans in connection with the sale to Obligors of Timeshare Properties at various Resorts;

WHEREAS, each of 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 the Seller 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 the Seller 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:

“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 other 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 on 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.

“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 Trendwest, 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 the 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) 16.0% 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.

“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 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.

“Fractional Interests” shall mean a fractional interest consisting of an ownership interest as tenant in common in an individual lodging unit in a Resort.

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

“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 the Seller 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.

“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 other 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, if applicable;

(d)

as to Timeshare Properties other than UDIs, the number of Vacation Credits related thereto for which occupancy rights in a 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)

with respect to UDI’s 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 Seller to secure payments or other obligations under a Loan.

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

“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.

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

“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, (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 the Seller 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.

“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 and 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 (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 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.

“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 UDI or Vacation Credits.

“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 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.

“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) the Timeshare Properties 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, 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).

“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, including, without limitation, a Fractional Interest.

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

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

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.

(a) General Representations and Warranties of the Seller. The Seller 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:

(i) Organization and Good Standing.

(A) The Seller 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. The Seller is organized in the jurisdiction set forth in the preamble. The Seller 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 the Seller.

(B) The name of the Seller set forth in the preamble of this Agreement is its correct legal name and such name has not been changed in the past six years. The Seller does not utilize any trade names, assumed names, fictitious names or “doing business names.”

(ii) Due Authorization and No Conflict. The execution, delivery and performance by the Seller of each of the Facility Documents to which it is a party, and the consummation by the Seller of the transactions contemplated hereby and under each other Facility Document to which it is a party, has been duly authorized by the Seller by all necessary corporate action, does not contravene (i) the Seller’s charter or by-laws, (ii) any law, rule or regulation applicable to the Seller, (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 Seller or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its properties (except where such contravention would not have a Material Adverse Effect with respect to the Seller or its properties), and does 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. Each of the Facility Documents to which the Seller is a party have been duly executed and delivered on behalf of the Seller. 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 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 the Seller is a party has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, 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

Cendant Corp · 8-K · For 11/14/05 · EX-10.5

Filed On 11/17/05 4:03pm ET · SEC File 1-10308 · Accession Number 723612-5-47

Current Report · Form 8-K
Filing Table of Contents

EX-10.5 · Master Loan Purchase Agreement (Trendwest) Dated Nov 14, 2005

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

Cendant Corp · 8-K · For 11/14/05 · EX-10.5

Filed On 11/17/05 4:03pm ET · SEC File 1-10308 · Accession Number 723612-5-47

Current Report · Form 8-KFiling Table of Contents

EX-10.5 · Master Loan Purchase Agreement (Trendwest) Dated Nov 14, 2005

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

Current Report · Form 8-K
Filing Table of Contents