EXHIBIT
10.6
EXECUTION COPY
SERIES 2002-1
SUPPLEMENT
Dated as of August 29,
2002
to
MASTER LOAN PURCHASE
AGREEMENT
Dated as of August 29,
2002
Amended and Restated as of November
14, 2005
CENDANT TIMESHARE CONDUIT
RECEIVABLES FUNDING, LLC
LOAN-BACKED
VARIABLE FUNDING NOTES,
SERIES 2002-1
by and between
TRENDWEST RESORTS, INC.,
as Seller
and
SIERRA DEPOSIT COMPANY,
LLC,
as Purchaser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Filing of
Financing Statements
|
|
|
|
|
|
(c) Delivery of
Series 2002-1 Loan Schedule
|
|
|
|
|
|
(d) Purchase of
Additional Series 2002-1 Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(g) Security
Interest in Transferred Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of
Purchase Price
|
|
|
|
|
|
Conditions
Precedent to Sale of Series 2002-1 Loans and Additional
Loans
|
|
|
|
|
|
(a) Conditions
Precedent to Sale of Series 2002-1 Loans
|
|
|
|
|
|
(b) Conditions
Precedent to Sale of Additional Loans
|
|
|
|
|
|
Representations
and Warranties of the Seller
|
|
|
|
|
|
|
|
|
|
|
|
(b)
Representations and Warranties Regarding the Series 2002-1
Loans
|
|
|
|
|
|
Repurchases or
Substitution of Series 2002-1 Loans
|
|
|
|
|
|
(a) Repurchase
or Substitution Obligation
|
|
|
|
|
|
(b) Repurchases
and Substitutions
|
|
|
|
|
|
(c) Repurchases
of Series 2002-1 Loans that Become Defaulted Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Representations
and Warranties of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(k)
Ratification of Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(o) Successors
and Assigns
|
|
|
THIS PURCHASE AGREEMENT SUPPLEMENT (this “
PA Supplement ”), dated as of August 29, 2002, as
amended and restated as of November 14, 2005, is by and between
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 ”).
Section 2 of the Agreement provides that the
Seller may from time to time sell and assign to the Company, and
the Company may from time to time Purchase from the Seller, all the
Seller’s right, title and interest in, to and under Loans
listed on the Loan Schedule of the related PA Supplement on the
Closing Date for the related Series. The principal terms of the
Purchase and sale of Loans for each Series shall be set forth in a
PA Supplement to the Agreement.
Pursuant to this PA Supplement and in accordance
with Section 2 of the Agreement, the Seller hereby sells to
the Company, and the Company hereby Purchases from the Seller, the
Series 2002-1 Loans and the Seller and the Company hereby specify
the principal terms of such sales and Purchases.
The Company has determined with the agreement of
the Seller that Loans purchased from the Seller may be sold to
Cendant Timeshare Conduit Receivables Funding, LLC, formerly known
as Sierra Receivables Funding Company, LLC (the “Initial
Issuer”) and pledged to secure notes issued by the Initial
Issuer or may be sold by the Company to an Additional Issuer and
pledged to secure Notes issued by the Additional Issuer. The
Company may also, from time to time, purchase Loans from the
Initial Issuer and transfer such Loans to an Additional Issuer to
be pledged to secure an Additional Series.
The Seller and the Company agree that Loans sold
to the Company under the Agreement and the PA Supplement retain
their character as Series 2002-1 Loans whether sold to and retained
by the Initial Issuer or reacquired by the Company and transferred
to an Additional Issuer.
The PA Supplement supplements the Master Loan
Purchase Agreement dated as of August 29, 2002, as amended and
restated as of November 14, 2005 and as amended from time to time.
The Master Loan Purchase Agreement, as so amended, is the
“Agreement.” Terms used in this Amendment and not
defined herein have the meaning assigned in the
Agreement.
Section 1.
Definitions.
All capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to them in the
Agreement. Each capitalized term defined herein shall relate only
to the Series 2002-1 Loans and to no other Loans purchased by the
Company from the Seller.
In the event that any term or provision
contained herein shall conflict with or be inconsistent with any
term or provision contained in the Agreement, the terms and
provisions of this PA Supplement shall be controlling.
The words “hereof,”
“herein” and “hereunder” and words of
similar import when used in this PA Supplement shall refer to this
PA Supplement as a whole and not to any particular provision of
this PA Supplement; and Article, Section, subsection, Schedule and
Exhibit
references contained in this PA Supplement are
references to Articles, Sections, subsections, Schedules and
Exhibits in or to this PA Supplement unless otherwise
specified.
“ Addition Date ” shall mean
the date from and after which Additional Loans are sold pursuant to
Section 2(d).
“ Agreement ” shall mean the
Master Loan Purchase Agreement dated as of August 29, 2002, as
amended and restated as of November 14, 2005, by and between the
Seller and the Purchaser, as the same may be amended, supplemented
or otherwise modified from time to time thereafter in accordance
with its terms.
“ Assignment ” shall have the
meaning set forth in Section 2(d)(iii)(E).
“ Closing Date ” shall mean
August 29, 2002.
“ Company ” shall have the
meaning set forth in the preamble.
“ Cut-Off Date ” shall mean
August 27, 2002.
“ Eligible Loan ” shall mean
a Series 2002-1 Loan:
|
|
|
with respect to
which (i) the related Timeshare Property is not a Lot, (ii)
the related Timeshare Property has been purchased by an Obligor,
(iii) except in the case of a Green Loan, a certificate of
occupancy for the related Timeshare Property has been issued, (iv)
except in the case of a Green Loan, the unit for the related
Timeshare Property is complete and ready for occupancy, is not in
need of material maintenance or repair, except for ordinary,
routine maintenance and repairs that are not substantial in nature
or cost and contains no structural defects materially affecting its
value, (v) the related Timeshare Property Regime is not in need of
maintenance or repair, except for ordinary, routine maintenance and
repairs that are not substantial in nature or cost and contains no
structural defects materially affecting its value, (vi) there is no
legal, judicial or administrative proceeding pending, or to the
Seller’s knowledge threatened, for the total condemnation of
the related Timeshare Property or partial condemnation of any
portion of the related Timeshare Property Regime that would have a
material adverse effect on the value of the related Timeshare
Property and (vii) the related Timeshare Property, if not Vacation
Credits, is not related to a Resort located outside of the United
States, Canada, Mexico or the United States Virgin
Islands;
|
|
|
|
with respect to
which the rights of the Obligor thereunder are subject to
declarations, covenants and restrictions of record affecting the
Resort;
|
|
|
|
in the case of
a Series 2002-1 Loan that is an Installment Contract, with respect
to which the Seller has a valid ownership or security interest in
an underlying Timeshare Property, subject only to Permitted
Encumbrances, unless the criteria in paragraph (d) are
satisfied;
|
|
|
|
with respect to
which (i) if the related Timeshare Property has been deeded to the
Obligor of the related Series 2002-1 Loan, (A) the Seller has a
valid and enforceable first lien Mortgage on such Timeshare
Property, except as such enforceability may be limited by Debtor
Relief Laws and as such enforceability may be limited by general
principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law, (B) such Mortgage
and related mortgage note have been assigned to the Collateral
Agent, (C) such Mortgage and the related note for such Mortgage
have been transferred or will be transferred to the custody of the
Custodian in accordance with the provisions of Section 6(c)(i) of
the Agreement and (D) if any Mortgage relating to such Series
2002-1 Loan is a deed of trust, a trustee duly qualified under
applicable law to serve as such has been properly designated in
accordance with applicable law and currently so serves or (ii) if
the related Timeshare Property has not been deeded to the Obligor
of the related Series 2002-1 Loan, the Seller has legal title to
such Timeshare Property underlying the related Series 2002-1
Loan;
|
|
|
|
that was issued
in a transaction that complied, and is in compliance, in all
material respects with all material requirements of applicable
federal, state and local law, except, with respect only to
California Business and Professions Code Section 11018.10, where
such failure to comply would not have a Material Adverse Effect on
the Seller or a material adverse effect on such Series 2002-1
Loan;
|
|
|
|
that requires
the Obligor to pay the unpaid principal balance over an original
term of not greater than 120 months and (ii) the original term of
which does not exceed 84 months unless (A) the Series 2002-1 Loan
relates to a Timeshare Upgrade or (B) the weighted average FICO
score of all such Series 2002-1 Loans with original terms longer
than 84 months is at least 640 and (x) with respect to Series
2002-1 Loans sold prior to November 14, 2005 has a FICO score not
less than 600 or (xi) with respect to Series 2002-1 Loans sold on
or after November 14, 2005 has a FICO score not less than
550;
|
|
|
|
the Scheduled
Payments on which are denominated and payable in United States
dollars;
|
|
|
|
that is not a
Defective Loan or a Defaulted Loan;
|
|
|
|
that, with
respect to Loans sold prior to July 28, 2004
, is not a Delinquent Loan and has
never been a Defaulted Loan, as of the Cut-Off Date or related
Addition Cut Off Date, as applicable; or
|
|
|
|
that, with
respect to Loans sold on or after July 28, 2004
, is not a Delinquent Loan and,
unless it is a Permitted Deferred Loan, it has never been a
Defaulted Loan, as of the Addition Cut-Off Date;
|
|
|
|
that does not
(i) finance the purchase of credit life insurance and (ii) finance,
and was not originated in connection with, the
“Explorer” program, unless such Loan has been converted
to be in connection with the WorldMark program;
|
|
|
|
with
respect to any Loan sold prior to July 28, 2004
, no Due Date thereunder occurring
after the Cut-Off Date or the related Addition Cut-Off Date, as
applicable, has been deferred; ( this provision (k) shall not
be applicable to Loans sold on or after July 28, 2004
);
|
|
|
|
with respect to
which the related Timeshare Property consists of Vacation Credits
or a UDI;
|
|
|
|
that was
originated by the Seller and has been consistently serviced by the
Seller or by CTRG-CF, in each case in the ordinary course of their
business and in accordance with the Seller’s Customary
Practices and Credit Standards and Collection Policies;
|
|
|
|
that has not
been specifically reserved against by the Seller or classified by
the Seller as uncollectible or charged off;
|
|
|
|
that arises
from transactions in a jurisdiction in which the Seller is duly
qualified to do business, except where the failure to so qualify
will not adversely affect or impair the legality, validity, binding
effect and enforceability of such Series 2002-1 Loan;
|
|
|
|
that has not
been cancelled or terminated by the related Obligor (regardless of
whether such Obligor is legally entitled to do so) and constitutes
a legal, valid, binding and enforceable obligation of the related
Obligor, except as such enforceability may be limited by Debtor
Relief Laws and as such enforceability may be limited by general
principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law;
|
|
|
|
that is fully
amortizing pursuant to a required schedule of substantially equal
monthly payments of principal and interest;
|
|
|
|
with respect to
which (i) the downpayment has been made; and (ii) neither statutory
nor regulatory rescission rights exist with respect to the related
Obligor;
|
|
|
|
that had an
Equity Percentage of 10% or more at the time of the sale of the
related Timeshare Property to the related Obligor (or, in the case
of a Loan relating to a Timeshare Upgrade, an Equity Percentage of
10% or more of the value of all vacation credits owned by the
related Obligor);
|
|
|
|
with respect to
which the related Obligor has not at any time made a written
request for rescission of such Series 2002-1 Loan or otherwise
stated in writing that it does not intend to consummate such Loan
or to fully perform under such Series 2002-1 Loan;
|
|
|
|
with respect to
which at least one Scheduled Payment has been made by the
Obligor;
|
|
|
|
as of the
Cut-Off Date or related Addition Cut-Off Date, as applicable, has
an outstanding loan balance not greater than $100,000;
and
|
|
|
|
that, in the
case of a Green Loan, (i) satisfies each of the eligibility
criteria set forth in paragraphs (a) through (v) above other than
any such criteria that cannot be satisfied due solely to (A) the
related Green Timeshare Property being located in a Resort that is
not yet complete and ready for occupancy; (B) the Seller not
having a valid ownership interest in the related Green Timeshare
Property; or (C) the related Green Timeshare Property not having
been deeded to the Obligor or legal title not being held by the
Nominee; and (ii) the related Green Timeshare Property has a
scheduled completion date no more than six months following the
Cut-Off Date or related Addition Cut-Off Date, as
applicable.
|
“ Excess Concentration Amount
” shall have the meaning set forth in the Series 2002-1
Supplement.
“ Noteholder ” shall mean any
Series 2002-1 Noteholder and any holder of a note of any Additional
Series.
“ PA Supplement ” shall have
the meaning set forth in the preamble.
“ Permitted Deferred Loan ”
shall mean a Loan with respect to which the Obligor has been
granted an extension of the time required to pay the amounts due
thereon, provided that (i) any such extension was made in
accordance with the Credit Standards and Collection Policies and
Customary Practices and (ii) such Loan is not a Delinquent Loan as
of the Addition Cut-Off Date.
“ Pool Purchase Price ” shall
have the meaning set forth in Section 3.
“ Purchase ” shall have the
meaning set forth in Section 2(e).
“ Purchaser ” shall have the
meaning set forth in the preamble.
“ Repurchase Date ” shall
have the meaning set forth in Section 7.
“ Repurchase Price ” shall
have the meaning set forth in Section 7.
“ Series Termination Date ”
shall mean, with respect to Series 2002-1, the date on which all
obligations with respect to the Series 2002-1 Notes issued under
the Series 2002-1 Supplement have been paid in full and the Series
2002-1 Supplement is discharged and, with respect to any Additional
Series, the date set forth in the related Indenture and Servicing
Agreement.
“ Series 2002-1 Additional Loan
” shall mean each Additional Loan constituting one of the
Series 2002-1 Loans Purchased from the Seller on an Addition
Cut-Off Date and listed on Schedule 1 to the related
Assignment.
“ Series 2002-1 Loan ” shall
mean each Loan listed from time to time on the Series 2002-1 Loan
Schedule whether such Loan is at such time a Series 2002-1 Pledged
Loan or is pledged to secure an Additional Series.
“ Series 2002-1 Loan Schedule
” shall mean the Loan Schedule for the Series 2002-1
Loans.
“ Series 2002-1 Noteholder ”
shall mean any Noteholder under the Series 2002-1
Supplement.
“ Series 2002-1 Pledged Loan
” shall have the meaning set forth in the Series 2002-1
Supplement.
“ Series 2002-1 Supplement ”
shall mean the supplement to the Master Indenture and Servicing
Agreement executed and delivered in connection with the original
issuance of the Series 2002-1 Notes and all amendments thereof and
supplements thereto.
“ Substitution Adjustment Amount
” shall have the meaning set forth in Section 7.
Section 2.
Sale.
|
|
|
Series
2002-1 Loans . Subject to
the terms and conditions and in reliance on the representations,
warranties, and covenants and agreements set forth in the Agreement
and this PA Supplement, the Seller here
|
