EXHIBIT 10.3 EXECUTION COPY MASTER LOAN PURCHASE AGREEMENT

TABLE OF CONTENTS

SCHEDULES

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

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

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

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

“ 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.

“ 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.

“ 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.

“ 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 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c)   any Mortgages relating to the Loans;

(d)   any Insurance Policies relating to the Loans;

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

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

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

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

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

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

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

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

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

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

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

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

(i)   Organization and Good Standing .

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

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

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

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

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

(iii)   Governmental and Other Consents . All approvals, authorizations, consents or orders of any court or governmental agency or body required in connection with the execution and delivery by the Seller, FRI, FMB, SDI or the VB Subsidiaries of this Agreement, any related PA S