INDENTURE AND SERVICING AGREEMENT

Exhibit 10.1

INDENTURE AND SERVICING AGREEMENT

Dated as of May 1, 2008

by and among

SIERRA TIMESHARE 2008-1 RECEIVABLES FUNDING, LLC ,

as Issuer

and

WYNDHAM CONSUMER FINANCE, INC.,

as Servicer

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

and

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS
Section 1.1		Definitions			3
Section 1.2		Other Definitional Provisions			29
Section 1.3		Intent and Interpretation of Documents			30
ARTICLE II THE NOTES
Section 2.1		Designation			31
Section 2.2		Form Generally			31
Section 2.3		[Reserved]			31
Section 2.4		Determination of LIBOR			31
Section 2.5		Execution, Authentication and Delivery			32
Section 2.6		Registration; Registration of Transfer and Exchange; Transfer Restrictions			32
Section 2.7		Mutilated, Destroyed, Lost or Stolen Notes			37
Section 2.8		Persons Deemed Owner			38
Section 2.9		Payment of Principal and Interest; Defaulted Interest			38
Section 2.10		Cancellation			39
Section 2.11		Global Notes			40
Section 2.12		Regulation S Global Notes			41
Section 2.13		Special Transfer Provisions			42
Section 2.14		Notices to Clearing Agency			44
Section 2.15		Definitive Notes			44
Section 2.16		Payments on the Notes			45
Section 2.17		[Reserved]			46
Section 2.18		Clean-Up Call			46
Section 2.19		Authentication Agent			46
Section 2.20		Appointment of Paying Agent			47
Section 2.21		Confidentiality			48
Section 2.22		144A Information			48

TABLE OF CONTENTS
(continued)

				Page
ARTICLE III PAYMENTS, SECURITY AND ALLOCATIONS
Section 3.1		Priority of Payments, Sequential Order Event			49
Section 3.2		Information Provided to Trustee			51
Section 3.3		Payments			51
Section 3.4		Collection Account			51
Section 3.5		Reserve Account			53
Section 3.6		Interest Rate Swap			54
Section 3.7		Custody of Permitted Investments and other Collateral			55
Section 3.8		[Reserved]			56
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ISSUER
Section 4.1		Representations and Warranties Regarding the Issuer			56
Section 4.2		Representations and Warranties Regarding the Loan Files			59
Section 4.3		Rights of Obligors and Release of Loan Files			60
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER; ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES
Section 5.1		Representations and Warranties of the Issuer			61
Section 5.2		Eligible Loans			61
Section 5.3		Assignment of Representations and Warranties and Rights Under the Performance Guaranty			64
Section 5.4		Release of Defective Loans			65
ARTICLE VI ADDITIONAL COVENANTS OF ISSUER
Section 6.1		Affirmative Covenants			66
Section 6.2		Negative Covenants of the Issuer			74
ARTICLE VII SERVICING OF PLEDGED LOANS
Section 7.1		Responsibility for Loan Administration			76
Section 7.2		Standard of Care			76
Section 7.3		Records			76

TABLE OF CONTENTS
(continued)

				Page
Section 7.4		Loan Schedule			77
Section 7.5		Enforcement			77
Section 7.6		Trustee and Collateral Agent to Cooperate			78
Section 7.7		Other Matters Relating to the Servicer			78
Section 7.8		Servicing Compensation			78
Section 7.9		Costs and Expenses			78
Section 7.10		Representations and Warranties of the Servicer			79
Section 7.11		Additional Covenants of the Servicer			80
Section 7.12		Servicer not to Resign			82
Section 7.13		Merger or Consolidation of, or Assumption of the Obligations of Servicer			83
Section 7.14		Examination of Records			83
Section 7.15		Delegation of Duties			83
Section 7.16		Servicer Advances			83
Section 7.17		Delivery of Monthly Files			84
ARTICLE VIII REPORTS
Section 8.1		Monthly Servicing Report			84
Section 8.2		Other Data			84
Section 8.3		Annual Servicer’s Certificate			84
Section 8.4		Notices to WCF			85
Section 8.5		Tax Reporting			85
ARTICLE IX CONTROL ACCOUNT
Section 9.1		Control Account			85
ARTICLE X INDEMNITIES
Section 10.1		Liabilities to Obligors			85
Section 10.2		Tax Indemnification			86
Section 10.3		Servicer’s Indemnities			86
Section 10.4		Operation of Indemnities			86

TABLE OF CONTENTS
(continued)

				Page
ARTICLE XI EVENTS OF DEFAULT
Section 11.1		Events of Default			86
Section 11.2		Acceleration of Maturity; Rescission and Annulment			88
Section 11.3		Collection of Indebtedness and Suits for Enforcement by Trustee			88
Section 11.4		Trustee May File Proofs of Claim			89
Section 11.5		Remedies			90
Section 11.6		Optional Preservation of Collateral			91
Section 11.7		Application of Monies Collected During Event of Default			91
Section 11.8		Limitation on Suits by Individual Noteholders			93
Section 11.9		Unconditional Rights of Noteholders to Receive Principal and Interest			93
Section 11.10		Restoration of Rights and Remedies			93
Section 11.11		Waiver of Event of Default			94
Section 11.12		Waiver of Stay or Extension Laws			94
Section 11.13		Sale of Collateral			94
Section 11.14		Action on Notes			94
Section 11.15		Control by the Noteholders			95
ARTICLE XII SERVICER DEFAULTS
Section 12.1		Servicer Defaults			95
Section 12.2		Appointment of Successor			97
Section 12.3		Notification to Noteholders			97
Section 12.4		Waiver of Past Defaults			97
Section 12.5		Termination of Servicer’s Authority.			98
Section 12.6		Matters Related to Successor Servicer			98
ARTICLE XIII THE TRUSTEE; THE COLLATERAL AGENT; THE CUSTODIAN
Section 13.1		Duties of Trustee			99
Section 13.2		Certain Matters Affecting the Trustee			101
Section 13.3		Trustee Not Liable for Recitals in Notes or Use of Proceeds of Notes			102

TABLE OF CONTENTS
(continued)

				Page
Section 13.4		Trustee May Own Notes; Trustee in its Individual Capacity			103
Section 13.5		Trustee’s Fees and Expenses; Indemnification			103
Section 13.6		Eligibility Requirements for Trustee			104
Section 13.7		Resignation or Removal of Trustee			104
Section 13.8		Successor Trustee			105
Section 13.9		Merger or Consolidation of Trustee			105
Section 13.10		Appointment of Co-Trustee or Separate Trustee			105
Section 13.11		Trustee May Enforce Claims Without Possession of Notes			106
Section 13.12		Suits for Enforcement			107
Section 13.13		Rights of the Noteholders to Direct the Trustee			107
Section 13.14		Representations and Warranties of the Trustee			107
Section 13.15		Maintenance of Office or Agency			107
Section 13.16		No Assessment			107
Section 13.17		UCC Filings and Title Certificates			108
Section 13.18		Replacement of the Custodian			108
ARTICLE XIV TERMINATION
Section 14.1		Termination of Agreement			108
Section 14.2		Final Payment			108
Section 14.3		[Reserved]			109
Section 14.4		Release of Collateral			109
Section 14.5		Release of Defaulted Loans			109
Section 14.6		Release Upon Payment in Full			110
ARTICLE XV MISCELLANEOUS PROVISIONS
Section 15.1		Amendment			111
Section 15.2		Discretion with Respect to Derivative Financial Instruments			114
Section 15.3		Limitation on Rights of the Noteholders			114
Section 15.4		Governing Law			114
Section 15.5		Waiver of Jury Trial			114

TABLE OF CONTENTS
(continued)

				Page
Section 15.6		Notices			115
Section 15.7		Severability of Provisions			117
Section 15.8		Assignment			117
Section 15.9		Notes Non-assessable and Fully Paid			117
Section 15.10		Further Assurances			117
Section 15.11		No Waiver; Cumulative Remedies			117
Section 15.12		Counterparts			118
Section 15.13		Third-Party Beneficiaries			118
Section 15.14		Actions by the Noteholders			118
Section 15.15		Merger and Integration			118
Section 15.16		No Bankruptcy Petition			118
Section 15.17		Headings			118

EXHIBITS

Exhibit A		Forms of Class A-1 Notes		A-1-1
		Forms of Class A-2 Notes		A-4-1
		Forms of Class B Notes		A-___
		Forms of Class C Notes		A-___
Exhibit B		Form of Payment and Release Certificate		B-1
Exhibit C		Form of Regulation S Certificate		C-1-1
		Form of Non-U.S. Certificate		C-2-1
Exhibit D		Form of Monthly Servicing Report		D-1-1
		Form of Servicing Officer’s Certificate		D-2-1
Exhibit E		Form of Annual Servicer’s Certificate		E-1
Exhibit F		Form of Control Agreement		F-1
Exhibit G		Form of Supplemental Grant		G-1
Exhibit H		Credit Standards and Collection Policies		H-1

SCHEDULES

	1.		Schedule of Trustee’s fees.
	2.		List of Control Account Banks.
	3.		Schedule for Collateral Agent’s and Custodian’s Fees

INDENTURE AND SERVICING AGREEMENT

      THIS INDENTURE AND SERVICING AGREEMENT dated as of May 1, 2008 is by and among SIERRA TIMESHARE 2008-1 RECEIVABLES FUNDING, LLC , a limited liability company organized under the laws of the State of Delaware, as issuer, WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as trustee and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as collateral agent. This Indenture may be supplemented and amended from time to time in accordance with Article XV hereof.

RECITALS

     The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its loan backed notes as provided herein.

     All covenants and agreements made by the Issuer herein are for the benefit and security of the Trustee, acting on behalf of the Noteholders and the Swap Counterparty.

     The Issuer is entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary have been done to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee as provided herein, the valid obligations of the Issuer and to make this Indenture a valid agreement of the Issuer, enforceable in accordance with its terms.

     NOW THEREFORE, in consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Noteholders and the Swap Counterparty.

GRANTING CLAUSES

     The Issuer hereby Grants to the Collateral Agent, for the benefit and security of the Trustee, acting on behalf of the Noteholders and the Swap Counterparty, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in, to and under the following:

	(a)		all Pledged Loans and all Collections, together with all other Pledged Assets;
	(b)		the Collection Account and all money, investment property, instruments and other property credited to, carried in or deposited in the Collection Account;
	(c)		all money, investment property, instruments and other property credited to, carried in the Control Account or any other bank or account into which Collections are deposited, to the extent such money, investment property, instruments and other property constitutes Collections;

	(d)		the Reserve Account and all money, investment property, instruments and other property credited to, carried in or deposited in the Reserve Account;
	(e)		the Interest Rate Swap;
	(f)		all rights, remedies, powers, privileges and claims of the Issuer under or with respect to the Term Purchase Agreement, the Sale and Assignment Agreement and the Master Loan Purchase Agreements, including, without limitation, all rights of the Issuer to enforce all payment obligations of the Depositor, Sierra 2002 and each Seller and all rights to collect all monies due and to become due to the Issuer from the Depositor, Sierra 2002 or any Seller under or in connection with the Term Purchase Agreement, the Sale and Assignment Agreement or the Master Loan Purchase Agreements (including without limitation all interest and finance charges for late payments and proceeds of any liquidation or sale of Pledged Loans or resale of Vacation Ownership Interests and all other Collections on the Pledged Loans) and all other rights of the Issuer to enforce the Term Purchase Agreement, the Sale and Assignment Agreement and the Master Loan Purchase Agreements;
	(g)		all Assigned Rights with respect to the Pledged Loans and the Pledged Assets including, without limitation, all rights to enforce payment obligations of the Depositor, Sierra 2002 and each Seller and all rights to collect all monies due and to become due to the Issuer from the Depositor, Sierra 2002 or any Seller under or in connection with the Pledged Loans (including without limitation all interest and finance charges for late payments accrued thereon and proceeds of any liquidation or sale of Pledged Loans or resale of Vacation Ownership Interests and all other Collections on the Pledged Loans);
	(h)		all certificates and instruments, if any, from time to time representing or evidencing any of the foregoing property described in clauses (a) through (g) above;
	(i)		all present and future claims, demands, causes of and choses in action in respect of any of the foregoing and all interest, principal, payments and distributions of any nature or type on any of the foregoing;
	(j)		all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas and other minerals, consisting of, arising from, or relating to, any of the foregoing;
	(k)		all proceeds of the foregoing property described in clauses (a) through (j) above, any security therefor, and 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, condemnation or other disposition of, any or all of the then existing property described in clauses (a) through (l) herein, and including all payments under insurance policies (whether or not a Seller or an Originator, the Depositor, Sierra 2002, the Issuer, the Collateral Agent 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 of the Collateral; and
	(l)		all proceeds of the foregoing.

The property described in the preceding sentence is collectively referred to as the “ Collateral .” The Grant of the Collateral to the Collateral Agent is for the benefit of the Trustee to secure the Notes equally and ratably without prejudice, priority or distinction among any Notes by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture and to secure (i) the payment of all amounts due on the Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Issuer under this Indenture and the Notes and (iii) compliance by the Issuer with the provisions of this Indenture and the Notes. This Indenture is a security agreement within the meaning of the UCC.

     The Collateral Agent and the Trustee acknowledge the Grant of the Collateral, and the Collateral Agent accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein to the end that the interests of the Noteholders may be adequately and effectively protected.

     The Trustee and the Collateral Agent each acknowledges that it has entered into the Collateral Agency Agreement pursuant to which the Collateral Agent acts as agent for the benefit of the Trustee for the purpose of maintaining a security interest in the Collateral. The Trustee and the Noteholders are bound by the terms of the Collateral Agency Agreement by the Trustee’s execution thereof on their behalf.

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions

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

     “ Account ” shall mean the Collection Account or the Reserve Account, and “ Accounts ” shall mean the Collection Account and the Reserve Account.

     “ Accrued Interest ” shall mean, with respect to each Class of Notes, an amount equal to the sum of (i) the interest accrued during the related Interest Accrual Period at the applicable Note Interest Rate on the Adjusted Principal Amount of such Class of Notes as of the immediately preceding Payment Date (or, in the case of the initial Payment Date, the Adjusted Principal Amount as of the Closing Date) and (ii) any amounts payable pursuant to clause (i) above for such Class of Notes from all prior Payment Dates remaining unpaid, if any, plus, to the

extent permitted by law, interest thereon for each Interest Accrual Period for such Class of Notes at the applicable Note Interest Rate.

     “ Adjusted Principal Amount ” shall mean, on any Payment Date and for any Class of Notes, the Principal Amount of such Class as of the prior Payment Date (or, with respect to the first Payment Date, as of the Closing Date) minus the sum of (i) the amount of all principal distributions actually made to such Class on the current Payment Date and (ii) the Adjustment Amount for such Class on the current Payment Date. In no event will the Adjusted Principal Amount of any Class exceed the Principal Amount of such Class or be a number less than zero. On the Closing Date, the Adjusted Principal Amount of any Class is equal to the Initial Principal Amount of such Class.

     “ Adjustment Amount ” shall mean, for the Class A-1 Notes, the Class A-1 Adjustment Amount, for the Class A-2 Notes, the Class A-2 Adjustment Amount, for the Class B Notes, the Class B Adjustment Amount and for the Class C Notes, the Class C Adjustment Amount.

     “ Administrative Services Agreement ” shall mean either the Administrative Services Agreement dated as of August 29, 2002 by and between the Depositor and the Administrator or the Administrative Services Agreement dated as of March 18, 2008 by and between the Issuer and the Administrator, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the respective agreements.

     “ Administrator ” shall mean, with respect to the Administrative Services Agreements, WCF, as administrator with respect to the Depositor and the Issuer, respectively, or any other entity which becomes the Administrator under the terms of the applicable Administrative Services Agreement.

     “ Affiliate ” shall mean, when used with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and “control” means 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.

     “ Aggregate Adjustment Amount ” shall mean, on any Payment Date, the amount by which the Aggregate Principal Amount, after giving effect to any principal distributions made on all Classes on such Payment Date, exceeds the Aggregate Loan Balance as of the last day of the Due Period related to such Payment Date.

     “ Aggregate Default Rate ” shall mean as of any Determination Date, a percentage obtained by dividing (i) the sum of the outstanding principal balance of each Pledged Loan (each such principal balance determined as of the day immediately preceding the date on which such Pledged Loan became a Defaulted Loan) that became a Defaulted Loan during the period commencing with the Cut-Off Date and ending at the end of the prior Due Period by (ii) the Aggregate Loan Balance as of the Cut-Off Date.

     “ Aggregate Loan Balance ” shall mean, as of any time, the sum of the outstanding principal balances due under or in respect of all Pledged Loans, excluding Defaulted Loans.

     “ Aggregate Principal Amount ” shall mean the sum of the Principal Amounts for all Classes of Notes.

     “ Assigned Rights ” shall mean all rights of the Depositor with respect to the Pledged Loans and related Transferred Assets including, but not limited to, the right to sell Defective Loans to the Sellers or to cause the Sellers to purchase Defective Loans from the Issuer; provided, however, that the Assigned Rights do not include any rights in, to or under the 2002 Performance Guaranty.

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

     “ Authentication Agent ” shall mean a Person designated by the Trustee to authenticate Notes on behalf of the Trustee.

     “ Authorized Officer ” shall mean, with respect to the Issuer, any officer who is authorized to act for the Issuer in matters relating to the Issuer, and with respect to the Trustee, a Responsible Officer. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

     “ Available Funds ” for any Payment Date shall mean an amount equal to the sum of (i) all payments (including prepayments—which include prepayments related to Timeshare Upgrades) of principal, interest and fees (which, for the sake of clarity, excludes maintenance fees assessed with respect to POAs) collected from or on behalf of the Obligors during the related Due Period on the Pledged Loans; (ii) any Servicer Advances made on or prior to the Payment Date with respect to payments due from the Obligors on the Pledged Loans during the related Due Period; (iii) all amounts received during the related Due Period as the Release Price paid to the Trustee for the release from the Lien of this Indenture securing the Notes of any Pledged Loan that has become a Defaulted Loan; (iv) all Net Liquidation Proceeds from the disposition of Pledged Assets securing Defaulted Loans received during the related Due Period; (v) the amounts received during the related Due Period by the Trustee as the Release Price in connection with the release of a Defective Loan; (vi) all other proceeds of the Collateral received by the Trustee or the Servicer during the related Due Period ; (vii) the amount in excess of the Reserve Required Amount, if any, withdrawn from the Reserve Account in accordance with subsection 3.5(c) of this Indenture and deposited in the Collection Account on such Payment Date; and (viii) all amounts received by the Issuer under the Interest Rate Swap in connection with such Payment Date.

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

     “ Benefit Plan ” shall mean any “employee pension benefit plan” as defined in ERISA which is subject to Title IV of ERISA (other than a “multiemployer plan,” as defined in Section 4001 of ERISA) and to which the Issuer, any eligible Seller or any ERISA Affiliate of the Issuer has liability, including any liability by reason of having been a substantial employer within the

meaning of Section 4063 of ERISA for any time within the preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 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, Minneapolis, Minnesota, Las Vegas, Nevada, Rocklin, California or the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

     “ Calculation Date ” shall mean the close of business on the last Business Day of the related Due Period.

     “ Cash Accumulation Event ” shall mean the occurrence of any of the following events:

          (i) on any Determination Date, the average of the Delinquency Ratios for the three immediately preceding Due Periods is greater than 5.0%;

          (ii) on any Determination Date, the average of the Default Percentages for the four immediately preceding Due Periods is greater than the applicable Default Percentage Threshold; or

          (iii) on any Determination Date, the Aggregate Default Rate is greater than 23%.

     A Cash Accumulation Event described in clause (i) above shall continue until the average of the Delinquency Ratios for the three immediately preceding Due Periods is equal to or less than 5.0% for three consecutive Determination Dates. A Cash Accumulation Event described in clause (ii) above shall continue until the average of the Default Percentages for the four immediately preceding Due Periods is equal to or less than the applicable Default Percentage Threshold for three consecutive Determination Dates. A Cash Accumulation Event described in clause (iii) above will continue until the Notes have been paid in full.

     “ Certificate of Authentication ” shall have the meaning set forth in Section 2.2.

     “ Class ” shall mean the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes.

     “ Class A Note Purchase Agreement ” shall mean the Note Purchase Agreement relating to the purchase and sale of the Class A Notes dated April 25, 2008 among the Issuer, the Sellers, the Depositor and the Initial Purchasers of the Class A Notes named therein.

     “ Class A Notes ” shall mean the Class A-1 Notes and the Class A-2 Notes.

     “ Class A-1 Adjustment Amount ” shall mean, on any Payment Date, the lesser of (i) the Principal Amount of the Class A-1 Notes after giving effect to any principal distributions made on such Class on such Payment Date, and (ii) the product of (a) a fraction the numerator of which is the amount determined pursuant to clause (i) above and the denominator of which is the Principal Amount of the Class A Notes after giving effect to any principal distributions made on the Class A Notes on such Payment Date and (b) the amount by which the Aggregate Adjustment

Amount exceeds the aggregate of the Principal Amounts of the Class B Notes and the Class C Notes, after giving effect to all principal distributions made to such Class B Notes and Class C Notes on such Payment Date.

     “ Class A-1 Notes ” shall mean any of the $79,900,000 7.24% Vacation Timeshare Loan Backed Notes, Series 2008-1, Class A-1, due 2020.

     “ Class A-2 Adjustment Amount ” shall mean , on any Payment Date, the lesser of (i) the Principal Amount of the Class A-2 Notes after giving effect to any principal distributions made on such Class on such Payment Date and (ii) the product of (a) a fraction the numerator of which is the amount determined pursuant to clause (i) above and the denominator of which is the Principal Amount of the Class A Notes after giving effect to any principal distributions made on the Class A Notes on such Payment Date and (b) the amount by which the Aggregate Adjustment Amount exceeds the aggregate of the Principal Amounts of the Class B Notes and the Class C Notes, after giving effect to all principal distributions made to such Class B Notes and Class C Notes on such Payment Date.

     “ Class A-2 Notes ” shall mean any of the $50,000,000 Floating Rate Vacation Timeshare Loan Backed Notes, Series 2008-1, Class A-2, due 2020.

     “ Class B Adjustment Amount ” shall mean, on any Payment Date, the lesser of (i) the Principal Amount of the Class B Notes after giving effect to any principal distributions made on such Class on such Payment Date and (ii) the amount by which the Aggregate Adjustment Amount exceeds the aggregate of the Principal Amounts of the Class C Notes, after giving effect to all principal distributions made to such Class C Notes on such Payment Date.

     “ Subordinated Note Purchase Agreement ” shall mean the Note Purchase Agreement relating to the purchase and sale of the Class B Notes and the Class C Notes dated April 25, 2008 among the Issuer, the Sellers, the Depositor and the Initial Purchasers of the Class B Notes and the Class C Notes named therein.

     “ Class B Notes ” shall mean any of the $29,590,000 8.21% Vacation Timeshare Loan Backed Notes, Series 2008-1, Class B, due 2020.

     “ Class C Adjustment Amount ” shall mean, on any Payment Date, the lesser of (i) the Principal Amount of the Class C Notes after giving effect to any principal distributions made on such Class on such Payment Date and (ii) the Aggregate Adjustment Amount for such Payment Date.

     “ Class C Notes ” shall mean any of the $40,510,000 9.17% Vacation Timeshare Loan Backed Notes, Series 2008-1, Class C, due 2020.

     “ Class Percentages ” shall mean for each Class, at any time, the percentage equivalent of a fraction the numerator of which is the Principal Amount of such Class and the denominator of which is the Aggregate Principal Amount of all Classes.

     “ Clearing Agency ” shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

     “ Clearing Agency Custodian ” shall mean the entity maintaining possession of the Global Notes for the Clearing Agency.

     “ Clearing Agency Participant ” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

     “ Clearstream ” shall mean Clearstream, Luxembourg, société anonyme, a professional depository incorporated under the laws of Luxembourg, and its successors.

     “ Closing Date ” shall mean May 1, 2008.

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

     “ Collateral ” shall have the meaning specified in the Granting Clause of this Indenture.

     “ Collateral Agency Agreement ” shall mean the Collateral Agency Agreement dated as of January 15, 1998 by and between Fleet National Bank as predecessor Collateral Agent, Fleet Securities, Inc. as deal agent and the secured parties named therein, as subsequently amended, including as amended by the Fourteenth Amendment to the Collateral Agency Agreement dated as of May 1, 2008 and all prior amendments, by and among the Collateral Agent, the Sierra 2002 Trustee and other secured parties, as such Collateral Agency Agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “ Collateral Agent ” shall mean U.S. Bank National Association in its capacity as collateral agent under this Indenture and the Collateral Agency Agreement or any successor collateral agent appointed under the Collateral Agency Agreement.

     “ Collection Account ” shall mean the account described in Section 3.4 hereof and established for the deposit of Collections and other amounts as provided in this Indenture.

     “ Collections ” shall mean, with respect to any Pledged Loan, all funds, collections and other proceeds of such Pledged Loan paid by or on behalf of the Obligor after the Cut-Off Date, including without limitation (i) all Scheduled Payments or recoveries (subject to Section 7.5(g)) made in the form of money, checks and like items to, or a wire transfer or an automated clearinghouse transfer received in, the Control Account or otherwise received by the Issuer, the Servicer or the Trustee in respect of such Pledged Loan, (ii) all amounts received by the Issuer, the Servicer or the Trustee in respect of any Insurance Proceeds relating to such Pledged Loan or the related Vacation Ownership Interest and (iii) all amounts received by the Issuer, the Servicer or the Trustee in respect of any proceeds of a condemnation of property in any Resort, which proceeds relate to such Pledged Loan or the related Vacation Ownership Interest.

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

     “ Control Account Bank ” shall mean the commercial bank holding the Control Account.

     “ Control Agreement ” shall mean any agreement substantially in the form of Exhibit F by and between the Issuer, the Trustee, the Collateral Agent, the Servicer and the Control Account Bank, which agreement sets forth the rights of the Issuer, the Trustee, the Collateral Agent and the Control Account Bank, with respect to the disposition and application of the Collections deposited in the Control Account, including without limitation the right of the Trustee to direct the Control Account Bank to remit all Collections directly to the Trustee.

     “ Control Party ” shall mean Noteholders representing 66 2/3% of the Aggregate Principal Amount of the Notes.

     “ Corporate Trust Office ” shall mean the office of the Trustee at which at any particular time its corporate trust business is administered, which office at the date of the execution of this Indenture is located at MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-Asset-Backed Administration.

     “ 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, if the Servicer is WCF or an Affiliate of WCF, the individual credit standards established by WVRI and WRDC and the collection policies established by WCF, attached hereto as Exhibit H and as amended from time to time in accordance with the restrictions of this Indenture, and if there is a Successor Servicer that is not an Affiliate of WCF, the collection policies of such Person for loans similar to the Pledged Loans.

     “ Custodial Agreement ” shall mean the Tenth Amended and Restated Custodial Agreement dated as of May 1, 2008 by and among the Issuer, Sierra 2002, Sierra 2003-2, the Depositor, WVRI, WCF, WRDC, U.S. Bank National Association, as Custodian, the Trustee and the Collateral Agent, the Sierra 2002 Trustee, the Sierra 2003-2 Trustee, the Sierra 2004-1 Trustee, the Sierra 2005-1 Trustee, the Sierra 2006-1 Trustee, the Premium 2007-A Trustee, the Sierra 2007-1 Trustee, the Sierra 2007-2 Trustee and other parties as described therein as the same may be further amended, supplemented or otherwise modified from time to time hereafter in accordance with its terms.

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

     “ Customary Practices ” shall, with respect to the servicing and administration of any Pledged Loans, have the meaning assigned to that term in the Purchase Agreement under which such Loan was transferred from the Seller to the Depositor.

     “ Cut-Off Date ” shall mean, with respect to the Pledged Loans, the close of business on February 29, 2008.

     “ Debt ” of any Person shall mean (a) indebtedness of such Person for borrowed money, (b) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) obligations of such Person to pay the deferred purchase price of property or services, (d) obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as capital leases, (e) obligations secured by any lien, security

interest or other charge upon property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations, (f) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (e) above, and (g) liabilities of such Person in respect of unfunded vested benefits under Benefit Plans covered by Title IV of ERISA.

     “ Debtor Relief Laws ” shall mean the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, 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 Pledged Loan (a) for which any portion of a Scheduled Payment is delinquent more than 119 days, (b) with respect to which the Servicer shall have determined in good faith that the related Obligor will not resume making Scheduled Payments, (c) for which the related Obligor shall have become the subject of a proceeding under a Debtor Relief Law or (d) for which cancellation or foreclosure actions have been commenced.

     “ Default Percentage ” shall mean, for any Due Period, the percentage equivalent of a fraction the numerator of which is the sum of the outstanding principal balance of each Pledged Loan (each such principal balance determined as of the day immediately preceding the date on which such Pledged Loan became a Defaulted Loan) that became a Defaulted Loan during such Due Period, and the denominator of which is the Aggregate Loan Balance as of the last day of such Due Period.

     “ Default Percentage Threshold ” shall mean, for any Determination Date, 1.00%.

     “ Defective Loan ” shall mean any Pledged Loan with an uncured material breach (with all breaches that give rise to actual rescission being deemed material on a Pledged Loan by Pledged Loan basis) of any representation or warranty of the Issuer set forth in Section 5.2 of this Indenture.

     “ Definitive Notes ” shall have the meaning set forth in Section 2.11.

     “ Delinquency Ratio ” shall mean, for any Due Period, a fraction the numerator of which is the sum of the outstanding principal balance of each Pledged Loan (each such principal balance determined as of the last day of such Due Period) which is a Delinquent Loan as of the last day of such Due Period and the denominator of which is the Aggregate Loan Balance as of the last day of such Due Period.

     “ Delinquent Loan ” shall mean a Pledged Loan for which all or a portion of the Scheduled Payments are more than 60 days delinquent, other than a Pledged Loan that is a Defaulted Loan.

     “ Depositor ” shall mean Sierra Deposit Company, LLC, a Delaware limited liability company.

     “ Depository Agreement ” shall mean the agreement among the Issuer, the Trustee and The Depository Trust Company.

     “ Determination Date ” shall mean, with respect to any Payment Date, the fifth Business Day preceding such Payment Date.

     “ Distribution Compliance Period ” shall have the meaning specified in Rule 902 of Regulation S under the Securities Act.

     “ Due Period ” shall mean, for the Payment Date occurring in May 2008, the two full calendar months preceding such Payment Date, and for each other Payment Date, the immediately preceding calendar month.

     “ DWAC ” shall have the meaning set forth in subsection 2.13(a).

     “ Eligible Account ” means either (a) a segregated account (including a securities account) with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.

     “ Eligible Institution ” shall mean any depository institution the short term unsecured senior indebtedness of which is rated at least “Fl” by Fitch, “A-l” by S&P or “P-l” by Moody’s, and the long term unsecured indebtedness of which is rated at least “A” by Fitch, “A” by S&P or “A2” by Moody’s.

     “ Eligible Loan ” shall have the meaning assigned to that term in Section 5.2.

     “ Equity Percentage ” shall mean, with respect to a Loan, the percentage equivalent of a fraction the numerator of which is the excess of (A) the Timeshare Price of the related Vacation Ownership Interest relating to the 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 Vacation Ownership Interest 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 Vacation Ownership Interest, provided that any cash down payments or principal payments made on any initial Loan that have been fully prepaid as part of a Timeshare Upgrade and financed down payments 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 in clause (A) above 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 Code) as such Person; or (ii) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with such Person.

     “ Euroclear Operator ” shall mean Euroclear Bank S.A./N.V., as operator of the Euroclear System, and its successors and assigns in such capacity.

     “ Euroclear Participants ” shall mean the participants of the Euroclear System, for which the Euroclear System holds securities.

     “ Event of Default ” shall mean the events designated as Events of Default under Section 11.1 of this Indenture.

     “ Exchange Act ” shall mean the U. S. Securities Exchange Act of 1934, as amended.

     “ Exchange Date ” shall have the meaning specified in subsection 2.9(d).

     “ Extra Principal Distribution Amount ,” shall mean, on any Payment Date, the lesser of (i) the amount by which Available Funds exceeds the amount required to be distributed on such Payment Date pursuant to clauses FIRST through NINTH, inclusive, of the Priority of Payments and (ii) the Overcollateralization Deficiency Amount on such Payment Date.

     “ FairShare Plus Agreement ” shall mean the Amended and Restated FairShare Vacation Plan Use Management Trust Agreement effective as of January 1, 1996 by and between WVRI, and certain of its subsidiaries and third party developers, as the same has been amended prior to the date of this Indenture and as the same may be further amended, supplemented or otherwise modified from time to time hereafter in accordance with its terms.

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

     “ Financing Statements ” shall mean, collectively, the UCC financing statements and the amendments thereto to be authorized and delivered in connection with any of the transactions contemplated hereby or any of the other Transaction Documents.

     “ Fitch ” shall mean Fitch, Inc. or any successor thereto.

     “ Fixed Amount ” shall mean, for any Payment Date, an amount equal to the fixed amount payable by the Issuer to the Swap Counterparty for such date pursuant to the Interest Rate Swap.

     “ Fixed Week ” shall mean a Vacation Ownership Interest 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.

     “ Floating Amount ” shall mean, for any Payment Date an amount equal to the floating amount payable by the Swap Counterparty to the Issuer for such date pursuant to the Interest Rate Swap.

     “ FMB ” shall mean Fairfield Myrtle Beach, Inc., a Delaware corporation.

     “ Foreign Clearing Agency ” shall mean Clearstream and the Euroclear Operator.

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

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

     “ Global Notes ” shall mean the Rule 144A Global Note and the Regulation S Global Note.

     “ Grant ” shall mean, as to any asset or property, to pledge, assign and grant a security interest in such asset or property. A Grant of any item of Collateral shall include all rights, powers and options of the Granting party thereunder or with respect thereto, including without limitation the immediate and continuing right to claim, collect, receive and give receipt for principal, interest and other payments in respect of such item of Collateral, principal and interest payments and receipts in respect of the Permitted Investments, Insurance Proceeds, purchase prices and all other monies payable thereunder and all income, proceeds, products, rents and profits thereof, to give and receive notices and other communications, to make waivers or other agreements, to exercise all such rights and options, to bring Proceedings in the name of the Granting party or otherwise, and generally to do and receive anything which the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

     “ Green Loan ” shall mean a Loan the proceeds of which are used to finance the purchase of a Green Vacation Ownership Interest.

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

     “ Indenture ” shall mean this Indenture and Servicing Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

     “ Independent Director ” shall have the meaning assigned to the term in subsection 6.1(m).

     “ Initial Principal Amount ” shall mean the aggregate amount of $200,000,000 of the Notes composed of the initial principal amounts of $79,900,000 of the Class A-1 Notes, $50,000,000 of the Class A-2 Notes, $29,590,000 of the Class B Notes and $40,510,000 of the Class C Notes at the time such Notes were issued.

     “ Initial Purchasers ” shall mean (i) with respect to the Class A Notes, Greenwich Capital Markets, Inc., Credit Suisse Securities (USA) LLC and Barclays Capital Inc. and (ii) with respect

to the Class B Notes and the Class C Notes, Greenwich Capital Markets, Inc. and Credit Suisse Securities (USA) LLC.

     “ 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 Debtor Relief Law, or the filing of a petition against such Person in an involuntary case under any Debtor Relief Law, 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 Debtor Relief Law, 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, conservator, 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 an installment sale contract as defined in the applicable Purchase Agreement.

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

     “ Interest Accrual Period ” shall mean, with respect to the Notes for any Payment Date, the period beginning on and including the immediately preceding Payment Date and ending on and excluding such Payment Date, except that the first Interest Accrual Period will begin on and include May 1, 2008 and end on and exclude the May 2008 Payment Date.

     “ Interest Carry-Forward Amount ” shall mean, for any Class on any Payment Date, the sum of (i) interest accrued during the related Interest Accrual Period at the applicable Note Interest Rate for such Class on the excess, if any, of the Principal Amount of such Class over the Adjusted Principal Amount of such Class, in each case as of the prior Payment Date and (ii) any amounts payable pursuant to clause (i) above for such Class from all prior Payment Dates remaining unpaid, if any, plus, to the extent permitted by law, interest thereon for each Interest Accrual Period for such Class at the applicable Note Interest Rate. Interest Carry-Forward Amounts with respect to the Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months and Interest Carry-Forward Amounts on the Floating Rate Notes will be calculated on the basis of a 360-day year and the actual number of days that elapsed during the related Interest Accrual Period.

     “ Interest Rate Swap ” shall mean the ISDA Master Agreement, together with the Schedule thereto, the “Credit Support Annex” and the “Confirmation For U.S. Dollar Interest Rate Swap

Transaction Under 1992 Master Agreement,” each dated as of May 1, 2008 between the Issuer and the Swap Counterparty, as such Interest Rate Swap may be amended, modified or replaced.

     “ Interval Interest ” shall mean an interest in the Bentley Brook Mountain Club which interest entitles the owner to occupy, exchange, or rent a week or period in a resort unit at such resort on a reservation basis.

     “ Investment Company Act ” shall mean the U.S. Investment Company Act of 1940, as amended.

     “ Issuer ” shall mean Sierra Timeshare 2008-1 Receivables Funding, LLC, a Delaware limited liability company and its successors and assigns.

     “ Issuer Order ” shall mean a written order or request dated and signed in the name of the Issuer by an Authorized Officer of the Issuer.

     “ Kona Loan ” shall mean any Loan which was acquired by WVRI from Kona Hawaiian Vacation Ownership, LLC.

     “ LIBOR ” shall mean, for any Interest Accrual Period, the London interbank offered rate for one-month United States dollar deposits determined by the Trustee on the LIBOR Determination Date for such Interest Accrual Period in accordance with the provisions of Section 2.4.

     “ LIBOR Determination Date ” shall mean, with respect to each Interest Accrual Period, the second London Business Day immediately preceding the first day of such Interest Accrual Period.

     “ Lien ” shall mean any mortgage, security interest, 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.

     “ LLC Agreement ” shall mean the Limited Liability Company Agreement of Sierra Timeshare 2008-1 Receivables Funding, LLC dated as of March 18, 2008 as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

     “ Loan ” shall mean each loan, installment contract, contract for deed or contract or note secured by a mortgage, deed of trust, vendor’s lien or retention of title originated or acquired by a Seller and relating to the sale of one or more Vacation Ownership Interests.

     “ Loan Balance ” shall mean the outstanding principal balance due under or in respect of a Pledged Loan (including a Defaulted Loan (until it becomes a Released Pledged Loan)).

     “ Loan Documents ” shall, with respect to any Pledged Loan, have the meaning assigned to that term in the Purchase Agreement under which such Pledged Loan was transferred from the Seller to the Depositor.

     “ Loan File ” shall, with respect to any Pledged Loan, have the meaning assigned to that term in the Purchase Agreement under which such Pledged Loan was transferred from the Seller to the Depositor.

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

     “ Loan Schedule ” shall mean the Loan Schedule containing information about the Pledged Loans, which Loan Schedule is delivered electronically by the Issuer to the Trustee as of the Closing Date and as such schedule is amended by delivery electronically by the Issuer to the Trustee of information relating to the release of Pledged Loans or the Grant of Qualified Substitute Loans.

     “ London Business Day ” shall mean a day on which banks are open for dealing in foreign currency and exchange in London.

     “ 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, Diners Club International Ltd. or JCB credit card affiliate or member entity.

     “ Majority Holders ” shall mean with respect to all Notes issued and outstanding, the holders of greater than fifty percent of the Aggregate Principal Amount of all Notes.

     “ Master Loan Purchase Agreement ” shall mean the WVRI Master Loan Purchase Agreement or the WRDC Master Loan Purchase 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 such Person;
	(b)		the ability of such Person to perform its respective obligations under any of the Transaction Documents to which it is a party;
	(c)		the validity or enforceability of, or collectibility of amounts payable under, this Indenture (if such Person is a party to this Indenture) or any of the Transaction 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 of the Transaction Documents to which it is a party; or

(e)

the value, validity, enforceability or collectibility of the Pledged Loans or any of the other Pledged Assets.

     “ Member ” shall have the meaning assigned thereto in the LLC Agreement.

     “ Monthly Collateral Agent Fee ” shall mean, with respect to any Payment Date, the amount due to the Collateral Agent for fees related to the Collateral for the Series 2008-1 Notes calculated in accordance with Schedule 3 attached hereto.

     “ Monthly Custodian Fee ” shall mean, with respect to each Payment Date, the amount due to the Custodian under the Custodial Agreement for fees related to the Pledged Loans and related Pledged Assets, such amounts to be calculated in accordance with Schedule 3 attached hereto.

     “ Monthly Principal ” shall mean on any Payment Date, the sum of (i) the principal portion of Scheduled Payments collected during the related Due Period on the Pledged Loans; (ii) the principal portion of Servicer Advances, if any, with respect to the related Due Period; (iii) the principal amount of any prepayments (including prepayments relating to Timeshare Upgrades) collected on any Pledged Loan during the related Due Period; (iv) principal proceeds from the purchase by the Sellers of any Pledged Loans that have become Defaulted Loans during the related Due Period; and (v) the principal proceeds of any repurchase of a Defective Loan funded by a Seller or the Performance Guarantor or any deposit in respect of a Defective Loan by the Issuer during the related Due Period.

     “ Monthly Servicer Fee ” shall mean, in respect of any Due Period (or portion thereof), an amount equal to one-twelfth of the product of (a)1.10% and (b) the Aggregate Loan Balance of the Pledged Loans at the beginning of such Due Period; or if a Successor Servicer has been appointed and accepted the appointment or if the Trustee is acting as Servicer a fee, which with the consent of the Majority Holders, may be a higher fee.

     “ Monthly Servicing Report ” shall mean each monthly report prepared by the Servicer as provided in Section 8.1.

     “ Monthly Trustee Fee ” shall mean, in respect of any Due Period, an amount equal to $0 as an administration fee.

     “ Moody’s ” shall mean Moody’s Investors Service, Inc. or any successor thereto.

     “ Moody’s Short-term Rating ” shall mean a rating assigned by Moody’s under its short-term rating scale in respect of an entity’s short-term, unsecured and unsubordinated debt obligations.

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

     “ Net Liquidation Proceeds ” shall mean, with respect to any Defaulted Loan which is a Pledged Loan and which has not been released from the Lien of this Indenture, the proceeds of the sale, liquidation or other disposition of the Defaulted Loan or the Pledged Assets or other

collateral securing such Defaulted Loan, after deduction of costs and expenses as provided in Section 7.5(g).

     “ Net Swap Payment ” shall mean, for any Payment Date, the amount, if any, by which the Fixed Amount for such date exceeds the Floating Amount for such date.

     “ Net Swap Receipt ” shall mean, for any Payment Date, the amount, if any, by which the Floating Amount for such date exceeds the Fixed Amount for such date.

     “ Nominee ” shall have the meaning set forth in the Purchase Agreements.

     “ Non-U.S. Certificate ” shall have the meaning set forth in subsection 2.12(b).

     “ Noteholder ” or “ Holder ” shall mean the Person in whose name a Note is registered in the Note Register.

     “ Note Interest Rate ” shall mean with respect to each Class of Notes, the respective rate per annum set forth below:

Class of Notes		Note Interest Rate
Class A-1 Notes		7.24%
Class A-2 Notes		LIBOR plus 4.00%
Class B Notes		8.21%
Class C Notes		9.17%

     “ Note Owner ” shall mean, with respect to a Note, the Person who is the owner of a beneficial interest in such Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

     “ Note Purchase Agreements ” shall mean the Class A Note Purchase Agreement and the Subordinated Note Purchase Agreement.

     “ Note Register ” shall have the meaning specified in Section 2.6.

     “ Note Registrar ” shall have the meaning specified in Section 2.6.

     “ Notes ” shall mean the Sierra Timeshare 2008-1 Receivables Funding, LLC Vacation Timeshare Loan Backed Notes, Series 2008-1.

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

     “ Offering Circular ” shall mean the final Offering Circular dated April 25, 2008 relating to the Notes.

     “ Officer’s Certificate ” shall mean, unless otherwise specified in this Indenture, a certificate delivered to the Trustee signed by any Vice President or more senior officer of the Issuer or the Servicer, as the case may be, or, in the case of a Successor Servicer, a certificate signed by any Vice President or more senior officer or the financial controller (or an officer holding an office with equivalent or more senior responsibilities) of such Successor Servicer, and delivered to the Trustee.

     “ Operating Agreement ” shall mean the Fifteenth Amended and Restated Operating Agreement dated as of May 1, 2008 by and between WVRI, FMB, WCF, Kona Hawaiian Vacation Ownership, LLC, the VB Subsidiaries, Shawnee Development, Inc., Eastern Resorts Company, LLC, BHV Development, Inc., WRDC and other parties as described therein, as the same may be further amended, supplemented or otherwise modified from time to time hereafter in accordance with its terms.

     “ Opinion of Counsel ” shall mean a written opinion of counsel who may be counsel for, or an employee of, the Person providing the opinion and who shall be reasonably acceptable to the Trustee.

     “ Originator ” shall have the meaning, with respect to any Pledged Loan, assigned to such term in the applicable Purchase Agreement or, if such term is not so defined, the entity which originates or acquires Loans and transfers such Loans to a Seller.

     “ Overcollateralization Amount ,” shall mean on any Payment Date, the excess, if any, of (i) the Aggregate Loan Balance as of the last day of the related Due Period over (ii) the Aggregate Principal Amount on such Payment Date, after taking into account any distributions of principal to the Noteholders on such Payment Date.

     “ Overcollateralization Deficiency Amount ” shall mean, for any Payment Date, the excess, if any, of (i) the Required Overcollateralization Amount on such Payment Date over (ii) the Pro Forma Overcollateralization Amount on such Payment Date.

     “ Overcollateralization Release Amount ,” shall mean (i) on any Payment Date on or after the Stepdown Date, if neither a Cash Accumulation Event nor a Sequential Order Event has occurred and is then continuing, an amount equal to the excess, if any, of (a) the Pro Forma Overcollateralization Amount on such Payment Date over (b) the Required Overcollateralization Amount on such Payment Date; provided that such amount will not exceed the Monthly Principal for such Payment Date and (ii) on any other Payment Date, zero.

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

     “ Paying Agent ” shall mean the Trustee or any successor thereto, in its capacity as paying agent.

     “ Payment Date ” shall mean the 20 ^th day of each calendar month, or, if such 20 ^th day is not a Business Day, the next succeeding Business Day, commencing in May 2008.

     “ Performance Guarantor ” shall mean Wyndham Worldwide.

     “ Performance Guaranty ” shall mean that Performance Guaranty dated as of May 1, 2008 made by Wyndham Worldwide in favor of the Issuer, the Depositor, the Trustee and the Collateral Agent, as amended from time to time.

     “ Permanent Regulation S Global Note ” shall have the meaning assigned thereto in subsection 2.12(a).

     “ Permitted Encumbrance ” with respect to any Pledged Loan has the meaning assigned to that term under the Purchase Agreement pursuant to which such Loan has been sold to the Depositor.

     “ Permitted Investments ” shall mean (i) U.S. Government Obligations having maturities on or before the first Payment Date after the date of acquisition; (ii) time deposits and certificates of deposit having maturities on or before the first Payment Date after the date of acquisition, maintained with or issued by any commercial bank having capital and surplus in excess of $500,000,000 and having a short term senior unsecured debt rating of at least “A-1” by S&P and “P-l” by Moody’s and “F1” by Fitch if rated by Fitch; (iii) repurchase agreements having maturities on or before the first Payment Date after the date of acquisition for underlying securities of the types described in clauses (i) and (ii) above or clause (iv) below with any institution having a short term senior unsecured debt rating of at least “P-1” by Moody’s and “A-1” by S&P and “F1” by Fitch if rated by Fitch; (iv) commercial paper maturing on or before the first Payment Date after the date of acquisition and having a short term senior unsecured debt rating of at least “P-1” by Moody’s and “A-1+” by S&P and “F1” by Fitch if rated by Fitch; and (v) money market funds rated “Aaa” by Moody’s and rated “AAAm” or “AAAm-G” by S&P and which invest solely in any of the foregoing (without regard to maturity), including any such funds in which the Trustee or an Affiliate of the Trustee acts as an investment advisor or provides other investment related services; provided , however , that no obligation of any Seller, the Depositor or the Performance Guarantor shall constitute a Permitted Investment and provided further , that no interest only obligation and no investment purchased by the Issuer or the Trustee at a premium shall constitute Permitted Investments.

     “ 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 other entity or organization of any nature, whether or not a legal entity.

     “ Pledged Assets ” with respect to each Pledged Loan, shall mean all right, title and interest of the Depositor in, to and under such Pledged Loan from time to time and the related Transferred Assets and all of the Depositor’s rights under the related Purchase Agreement, and in and to the Collections and the proceeds of any of the foregoing.

     “ Pledged Loans ” shall mean the Loans listed on the Loan Schedule.

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

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

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

     “ Predecessor Note ” shall mean, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.7 in lieu of a mutilated, lost, destroyed or stolen Note shall evidence the same debt as the mutilated, lost, destroyed or stolen Note.

     “ Premium 2007-A ” shall mean Premium Yield Facility 2007-A LLC, a Delaware limited liability company.

     “ Premium 2007-A Trustee ” shall mean the trustee under the terms of the Indenture and Servicing Agreement dated as of February 12, 2007 among the trustee named therein, WCF, as servicer, and Premium 2007-A.

     “ Principal Amount ” shall mean, the Initial Principal Amount of a Class, less principal payments previously paid to such Class as of such date and which payments have not been subsequently rescinded or recaptured.

     “ Principal Distribution Amount ” shall mean, for any Payment Date, an amount equal to the sum, without duplication, of the Monthly Principal for such Payment Date plus the outstanding principal balance of all Pledged Loans that became Defaulted Loans during the related Due Period that were not repurchased by the Depositor or a Seller, as reduced by the Overcollateralization Release Amount, if any, for such Payment Date.

     “ Priority of Payments ” shall mean the application of Available Funds in accordance with Section 3.1.

     “ Pro Forma Overcollateralization Amount ” shall mean, on any Payment Date, the excess, if any, of (i) the Aggregate Loan Balance as of the last day of the related Due Period over (ii) (x) the Aggregate Principal Amount on such Payment Date, before taking into account any distributions of principal to the Noteholders on such Payment Date, minus (y) an amount equal to the sum of (i) the Monthly Principal for such Payment Date and, without duplication, (ii) the outstanding principal balance of all Pledged Loans that became Defaulted Loans during the related Due Period that were not repurchased by a Seller.

     “ Proceeding ” shall have the meaning specified in Section 11.3.

     “ Purchase Agreement ” shall mean a Master Loan Purchase Agreement between a Seller and the Depositor pursuant to which the Seller sells Loans and related assets to the Depositor.

     “ QIB ” shall have the meaning set forth in subsection 2.6(c).

     “ Qualified Substitute Loan ” shall mean a substitute Loan that is an Eligible Loan on the applicable date of substitution and that on such date of substitution (i) has a coupon rate not less than the coupon rate of the Pledged Loan for which it is to be substituted, (ii) has a remaining term to stated maturity not greater than the remaining term to maturity of the Pledged Loan for which it is to be substituted, and (iii) is a WVRI Loan if the Loan for which it is to be substituted is a WVRI Loan or is a WRDC Loan if the Loan for which it is to be substituted is a WRDC Loan.

     “ Rated Final Maturity Date ” shall mean the Payment Date occurring in February 2020.

     “ Rating Agency ” shall mean each of Fitch, S&P or Moody’s as appropriate and their respective successors in interest.

     “ Rating Agency Condition ” shall mean, with respect to any action taken or to be taken, that each Rating Agency shall have notified the Issuer and the Trustee in writing that such action will not result in a reduction, downgrade, suspension or withdrawal of the rating then assigned to any outstanding Class of Notes.

     “ Record Date ” shall mean, for any Payment Date, (i) for Notes in book-entry form, the close of business on the Business Day immediately preceding such Payment Date and (ii) for Definitive Notes, the close of business on the last Business Day of the month preceding the month in which such Payment Date occurs.

     “ Records ” shall, with respect to any Pledged Loan, have the meaning assigned thereto in the applicable Purchase Agreement.

     “ Redemption Date ” shall have the meaning assigned thereto in Section 2.18.

     “ Reference Banks ” shall mean leading banks selected by the Servicer and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London and (ii) which have been designated as such by the Servicer.

     “ Regulation S Certificate ” shall have the meaning assigned thereto in subsection 2.9(d).

     “ Regulation S Global Note ” shall mean either the Temporary Regulation S Global Note or the Permanent Regulation S Global Note.

     “ Release Date ” shall mean, with respect to any Pledged Loan, the date on which such Pledged Loan is released from the Lien of this Indenture.

     “ Release Price ” shall mean an amount equal to the outstanding Loan Balance of the Pledged Loan as of the close of business on the Calculation Date immediately preceding the date on which the release is to be made, plus accrued and unpaid interest thereon to the date of such release; provided that for purposes of calculating the Release Price with respect to any WRDC Timeshare Upgrade the Release Price will be calculated without regard to the upgrade.

     “ Released Pledged Loan ” shall mean any Loan which was included as a Pledged Loan, but which has been released from the Lien of this Indenture pursuant to the terms hereof.

     “ Required Overcollateralization Amount ,” shall mean, as of any Payment Date, an amount equal to (i) prior to the Stepdown Date, 22.25% of the Aggregate Loan Balance as of the Cut-Off Date, and (ii) on and after the Stepdown Date, (A) if no Cash Accumulation Event has occurred and is continuing, the greater of (x) 0.50% of the Aggregate Loan Balance as of the Cut-Off Date and (y) 44.50% of the Aggregate Loan Balance as of the last day of the related Due Period and (B) if a Cash Accumulation Event has occurred and is continuing, the Required Overcollateralization Amount as determined on the immediately preceding Payment Date; provided that if a Sequential Order Event has occurred and is then continuing, the Required Overcollateralization Amount will be equal to the Aggregate Loan Balance as of the last day of the related Due Period.

     “ Reserve Account ” shall mean the account established pursuant to Section 3.5 of this Indenture.

     “ Reserve Account Draw Amount ” shall have the meaning set forth in subsection 3.5(b).

     “ Reserve Required Amount ” shall mean (a) as of the Closing Date, 2.50% of the Aggregate Loan Balance as of the Cut-Off Date, and (b) at any time after the Closing Date, (i) if no Cash Accumulation Event has occurred and is continuing 2.50% of the Aggregate Loan Balance at such time; and (ii) if a Cash Accumulation Event has occurred and is continuing, the product of (A) the Aggregate Loan Balance as of the last day of the immediately preceding Due Period and (B) the greater of (x) 10.0% or (y) 2 times the Delinquency Ratio for such Due Period; provided that in no event will the Reserve Required Amount be less than 0.50% of the Aggregate Loan Balance as of the Cut-Off Date; provided further , that in no event will the Reserve Required Amount be greater than the Aggregate Principal Amount.

     “ Resort ” shall mean a WVRI Resort or a WRDC Resort.

     “ Responsible Officer ” shall mean any officer assigned to the Corporate Trust Office (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Indenture.

     “ Rule 144A ” shall have the meaning set forth in subsection 2.6(c).

     “ Rule 144A Global Note ” shall have the meaning assigned thereto in Section 2.11.

     “ S&P ” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. or any successor thereto.

     “ Sale ” shall have the meaning specified in Section 11.13(a).

     “ Sale and Assignment Agreement ” shall mean the Sale and Assignment Agreement dated as of May 1, 2008 entered into by Sierra 2002 and the Depositor and pursuant to which Sierra

2002 sells and assigns to the Depositor all of Sierra 2002’s right, title and interest in certain Pledged Loans and the Pledged Assets related thereto.

     “ Scheduled Final Maturity Date ” shall mean the Payment Date occurring in February 2018.

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

     “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended.

     “ Seller ” shall mean WCF or WRDC or, in either case, any successor thereto.

     “ Senior Priority Swap Termination Amount ” shall mean any unpaid amount owing to the Swap Counterparty in respect of Termination Payments relating to a termination or a partial termination of the Interest Rate Swap arising from (a) the Swap Counterparty not receiving any Net Swap Payment owing to it; (b) bankruptcy, insolvency, conservatorship, receivership or similar event of the Issuer; (c) the occurrence of an Event of Default under Section 11.1(a), 11.1(b) or 11.1(d) and, as a result thereof, the liquidation of all or a portion of the Pledged Loans pursuant to Article XI of this Indenture, provided , however , that for purposes of this definition only, the reference to the “Notes” in Section 11.1(a) shall mean the “Class A Notes” and the reference to “Aggregate Principal Amount” in Section 11.1(b) shall mean the Principal Amount of the Class A Notes; (d) an Illegality as defined in the Swap Agreement; (e) the occurrence of a Tax Event as defined in the Swap Agreement, or (f) an amendment or supplement to this Indenture made without the consent of the Swap Counterparty.

     “ Sequential Order Events ” shall mean: (i) an Insolvency Event has occurred with respect to the Issuer; (ii) if on any two consecutive Payment Dates, either (A) the sum of Available Funds plus, without duplication, amounts on deposit in the Reserve Account are not sufficient to pay all Accrued Interest due on the Notes, or (B) after application of all Available Funds in accordance with the Priority of Payments, the Overcollateralization Amount would be less than the Required Overcollateralization Amount; or (iii) if on any Payment Date, after application of all Available Funds in accordance with the Priority of Payments on such Payment Date, the sum of the Aggregate Loan Balance plus the amount on deposit in the Reserve Account would be less than the Aggregate Principal Amount of all Notes. The Sequential Order Events described in (ii) and (iii) above will continue to be in effect until such time, if ever, that the Majority Holders have consented to the termination of the Sequential Order Event.

     “ Series Termination Date ” shall mean the Termination Date.

     “ Service Transfer ” shall have the meaning set forth in Section 12.1.

     “ Servicer ” shall mean WCF, in its capacity as Servicer pursuant to this Indenture or, after any Service Transfer, the Successor Servicer.

     “ Servicer Advance ” shall mean amounts, if any, advanced by the Servicer, at its option, to cover any shortfall between (i) the Scheduled Payments on the Pledged Loans (other than Defaulted Loans) for a Due Period and (ii) the amounts actually deposited in the Collection

Account on account of such Scheduled Payments on or prior to the Payment Date immediately following such Due Period.

     “ Servicer Default ” shall mean the defaults specified in Section 12.1.

     “ Servicing Officer ” shall mean any officer of the Servicer involved in, or responsible for, the administration and servicing of the Loans whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may be amended from time to time.

     “ Shawnee Loan ” shall mean any Loan which was acquired by WVRI from Shawnee Development, Inc.

     “ Sierra 2002 ” shall mean Sierra Timeshare Conduit Receivables Funding, LLC, a Delaware limited liability company.

     “ Sierra 2002 Trustee ” shall mean the trustee under the terms of the Master Indenture and Servicing Agreement dated as of August 29, 2002 and the Series 2002-1 supplement thereto, each of which is among the trustee named therein, WCF and Sierra 2002.

     “ Sierra 2003-2 ” shall mean Sierra 2003-2 Receivables Funding Company, LLC, a Delaware limited liability company.

     “ Sierra 2003-2 Trustee ” shall mean the trustee under the terms of the Indenture and Servicing Agreement dated as of December 5, 2003 among the trustee named therein, WCF and Sierra 2003-2.

     “ Sierra 2004-1 ” shall mean Sierra Timeshare 2004-1 Receivables Funding, LLC, a Delaware limited liability company.

     “ Sierra 2004-1 Trustee ” shall mean the trustee under the terms of the Indenture and Servicing Agreement dated as of May 27, 2004 among the trustee named therein, WCF and Sierra 2004-1.

     “ Sierra 2005-1 ” shall mean Sierra Timeshare 2005-1 Receivables Funding, LLC, a Delaware limited liability company.

     “ Sierra 2005-1 Trustee ” shall mean the trustee under the terms of the Indenture and Servicing Agreement dated as of August 11, 2005 among the trustee named therein, WCF and Sierra 2005-1.

     “ Sierra 2006-1 ” shall mean Sierra Timeshare 2006-1 Receivables Funding, LLC, a Delaware limited liability company.

     “ Sierra 2006-1 Trustee ” shall mean the trustee under the terms of the Indenture and Servicing Agreement dated as of July 11, 2006 among the trustee named therein, WCF and Sierra 2006-1.

     “ Sierra 2007-1 ” shall mean Sierra Timeshare 2007-1 Receivables Funding, LLC, a Delaware limited liability company.

     “ Sierra 2007-1 Trustee ” shall mean the trustee under the terms of the Indenture and Servicing Agreement dated as of May 23, 2007 among the trustee named therein, WCF and Sierra 2007-1.

     “ Sierra 2007-2 ” shall mean Sierra Timeshare 2007-1 Receivables Funding, LLC, a Delaware limited liability company.

     “ Sierra 2007-2 Trustee ” shall mean the trustee under the terms of the Indenture and Servicing Agreement dated as of November 1, 2007 among the trustee named therein, WCF and Sierra 2007-2.

     “ Stepdown Date ” shall mean the later to occur of the Payment Date in April 2010 or the Payment Date on which the Aggregate Loan Balance as of the last day of the related Due Period is less than 50.0% of the Aggregate Loan Balance as of the Cut-Off Date.

     “ Subsidiary ” shall mean, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person.

     “ Substitution Adjustment Amount ” shall mean, with respect to any Qualified Substitute Loan or Qualified Substitute Loans to be substituted for a Defective Loan or a Defaulted Loan, the amount, if any, by which the aggregate principal balance of all such Qualified Substitute Loans as of the date of substitution is less than the aggregate principal balance of all such Defective Loans or Defaulted Loans each determined as of the Calculation Date immediately prior to the date of substitution.

     “ Successor Servicer ” shall have the meaning set forth in Section 12.2.

     “ Swap Counterparty ” shall mean Barclays Bank PLC, a public limited liability company registered in England and Wales and any entity which is a replacement swap counterparty as provided in Section 3.6.

     “ Swap Rating Agency Condition ” shall mean, with respect to any action a condition that is satisfied when Fitch is notified of such action by or on behalf of the Issuer, and S&P and Moody’s have notified the Issuer and the Trustee that such action will not result in a reduction, downgrade, qualification (if applicable), or withdrawal of the rating that has been assigned by such Rating Agency to the Class A-2 Notes.

     “ Temporary Regulation S Global Note ” shall have the meaning assigned thereto in Section 2.11.

     “ Term Purchase Agreement ” shall mean the Series 2008-1 Term Purchase Agreement dated as of May 1, 2008 between the Depositor as seller of the Pledged Loans and the Issuer.

     “ Termination Date ” shall have the meaning specified in Section 14.1.

     “ Termination Notice ” shall have the meaning specified in Section 12.1.

     “ Termination Payments ” shall mean payments required to be made by the Issuer to the Swap Counterparty under the terms of the Interest Rate Swap as a result of a termination or partial termination of the Interest Rate Swap.

     “ Termination Receipts ” shall mean payments required to be made by the Swap Counterparty to the Issuer under the terms of the Interest Rate Swap as a result of a termination or a partial termination of the Interest Rate Swap.

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

     “ Timeshare Upgrade ” shall have the meaning assigned thereto in the applicable Purchase Agreement.

     “ Title Clearing Agreement ” shall have the meaning assigned thereto in the WVRI Master Loan Purchase Agreement.

     “ Transaction Documents ” shall mean, collectively, this Indenture, the Term Purchase Agreement, the Sale and Assignment Agreement, the Purchase Agreements, the assignment agreements executed by the Sellers and related to the periodic sale of Pledged Loans, the Custodial Agreement, the Performance Guaranty, the Control Agreement, the Title Clearing Agreements, the Collateral Agency Agreement, the Administrative Services Agreements, the Financing Statements and all other agreements, documents and instruments delivered pursuant thereto or in connection therewith, and “ Transaction Document ” shall mean any of them.

     “ Transferred Assets ” shall, with respect to each Pledged Loan, have the meaning set forth in the Purchase Agreement under which such Loan was transferred to the Depositor.

     “ Trustee ” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor trustee appointed as provided in this Indenture.

     “ Trustee Fee Letter ” shall mean the schedule of fees attached as Schedule 1, and all amendments thereof and supplements thereto.

     “ 2002 Performance Guaranty ” shall mean that Performance Guaranty dated as of May 7, 2006 made by Wyndham Worldwide Corporation in favor of the Depositor, Sierra 2002 and the Sierra 2002 Trustee.

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

     “ UDI ” shall mean an undivided 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.

     “ U.S. Government Obligations ” shall mean (i) obligations of, or obligations guaranteed as to principal and interest by, the U.S. Government or any agency or instrumentality thereof, when these obligations are backed by the full faith and credit of the United States and (ii) certain obligations of government-sponsored agencies that are not backed by the full faith credit of the United States which are limited to: Federal Home Loan Mortgage Corp. debt obligations; Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks, and Banks for Cooperatives) consolidated system-wide bonds and notes; Federal Home Loan Banks consolidated debt obligations; Federal National Mortgage Association debt obligations; Student Loan Marketing Association debt obligations which mature before September 30, 2008; Financing Corp. debt obligations; and Resolution Funding Corp. debt obligations.

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

     “ Vacation Ownership Interest ” shall mean the underlying ownership interest that is the subject of a Loan, which ownership interest may be either a Fixed Week, a UDI, an Interval Interest, the Points with respect thereto under FairShare Plus, Vacation Credits or Fractional Interests.

     “ Vacation Ownership Interest 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 Vacation Ownership Interests therein, which Vacation Ownership Interests 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.

     “ VB Subsidiaries ” shall mean Sea Gardens Beach and Tennis Resorts, Inc., Vacation Break Resorts, Inc. and Vacation Break Resorts at Star Island, Inc.

     “ WCF ” shall mean Wyndham Consumer Finance, Inc., a Delaware corporation and its successors and assigns.

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

     “ WRDC ” shall mean Wyndham Resort Development Corporation, an Oregon corporation, a wholly-owned indirect subsidiary of Wyndham Worldwide, and its successors and assigns.

     “ WRDC Loan ” shall mean a Pledged Loan which was originated by WRDC.

     “ WRDC Master Loan Purchase Agreement ” shall mean that Master Loan Purchase Agreement dated as of August 29, 2002, and the Series 2002-1 Supplement thereto, each as amended or amended and restated from time to time, by and between WRDC and the Depositor and the Confirmation and Consent Agreements dated as of May 23, 2007, June 13, 2007, July 13, 2007, August 13, 2007, September 13, 2007 each among WCF, as a Seller, WRDC, as the Originator and the Depositor, as purchaser, each as amended or amended and restated from time to time.

     “ WRDC Originator ” shall mean WRDC.

     “ WRDC Resort ” shall mean a resort developed by WRDC or in which WRDC sells Vacation Ownership Interests.

     “ WRDC Timeshare Upgrade ” shall mean a WRDC Loan with respect to which the Obligor purchases a Timeshare Upgrade.

     “ WVRI ” shall mean Wyndham Vacation Resorts, Inc., a Delaware corporation.

     “ WVRI Loan ” shall mean a Pledged Loan which was sold to the Depositor under the WVRI Master Loan Purchase Agreement.

     “ WVRI Master Loan Purchase Agreement ” shall mean the Master Loan Purchase Agreement dated as of August 29, 2002, as amended and restated as of October 30, 2007, as thereafter amended or amended and restated from time to time, by and between WCF, as Seller and the Depositor, as Purchaser, WRDC, WVRI and various other entities from time to time party thereto, together with the Series 2002-1 Supplement thereto also dated as of August 29, 2002, as amended and restated as of October 30, 2007, as thereafter amended or amended and restated from time to time.

     “ WVRI Originator ” shall mean WVRI, Fairfield Myrtle Beach, Inc., Kona Hawaiian Vacation Ownership, LLC, Shawnee Development, Inc., BHV Development, Inc., Eastern Resorts Company, LLC, Sea Gardens Beach and Tennis Resort, Inc., Vacation Break Resorts, Inc., Vacation Break Resorts at Star Island, Inc., Palm Vacation Group, Ocean Ranch Vacation Group, or any other Subsidiary of Wyndham (other than WRDC) that originates Loans in accordance with the Credit Standards and Collection Policies for sale to WCF.

     “ WVRI Resort ” shall mean a resort developed by WVRI or its Subsidiaries or in which WVRI or its Subsidiaries sell Vacation Ownership Interests.

     “ Wyndham Worldwide ” shall mean Wyndham Worldwide Corporation, a Delaware corporation, and its successors and assigns.

     Section 1.2 Other Definitional Provisions .

     (a) Terms used in this Indenture and not otherwise defined herein such terms shall have the meanings ascribed to them in the Term Purchase Agreement.

     (b) All terms defined in this Indenture shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

     (c) As used in this Indenture and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in Section 1.1, and accounting terms partly defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time. To the extent that the definitions of accounting terms herein or in any certificate or other document made or delivered pursuant

hereto are inconsistent with the meanings of such terms under GAAP, the definitions contained herein or in any such certificate or other document shall control.

     (d) Any reference to each Rating Agency shall only apply to any specific rating agency if such rating agency is then rating any outstanding Class of Notes.

     (e) Unless otherwise specified, references to any amount as on deposit or outstanding on any particular date shall mean such amount at the close of business on such day.

     (f) Terms used herein that are defined in the New York Uniform Commercial Code and not otherwise defined herein shall have the meanings set forth in the New York Uniform Commercial Code, unless the context requires otherwise. Any reference herein to a “beneficial interest” in a security also shall mean, unless the context otherwise requires, a security entitlement with respect to such security, and any reference herein to a “beneficial owner” or “beneficial holder” of a security also shall mean, unless the context otherwise requires, the holder of a security entitlement with respect to such security. Any reference herein to money or other property that is to be deposited in or is on deposit in a securities account shall also mean that such money or other property is to be credited to, or is credited to, such securities account.

     (g) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture; and Article, Section, subsection, Schedule and Exhibit references contained in this Indenture are references to Articles, Sections, subsections, Schedules and Exhibits in or to this Indenture unless otherwise specified.

     (h) In determining whether the requisite percentage of Noteholders of any Class or of all Noteholders have concurred in any direction, waiver or consent, Notes owned by the Issuer or an Affiliate of the Issuer shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in making such determination or relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Trustee knows pursuant to written notice (or in the case of the Issuer, by reference to the Note Register if the Trustee is also the Note Registrar) are so owned shall be so disregarded and except that if all outstanding Notes are owned by the Issuer or an Affiliate of the Issuer, then this clause (h) shall be disregarded.

     Section 1.3 Intent and Interpretation of Documents

     The arrangement established by this Indenture, the Term Purchase Agreement, the Sale and Assignment Agreement, the Purchase Agreements, the Custodial Agreements, the Collateral Agency Agreement and the other Transaction Documents is intended not to be a taxable mortgage pool for federal income tax purposes, and is intended to constitute a sale of the Loans by the applicable Seller to the Depositor for commercial law purposes. Each of the Depositor and the Issuer are and are intended to be a legal entity separate and distinct from each Seller for all purposes other than tax purposes. This Indenture and the other Transaction Documents shall be interpreted to further these intentions.

ARTICLE II

THE NOTES

     Section 2.1 Designation.

     There is hereby created a series of Notes of the Issuer to be issued pursuant to this Indenture and which are hereby designated as “ Sierra Timeshare 2008-1 Receivables Funding, LLC Vacation Timeshare Loan Backed Notes, Series 2008-1 ” (the “ Notes ”). The Issuer will issue Notes in four classes as follows: (i) $79,900,000 7.24% Vacation Timeshare Loan Backed Notes, Series 2008-1, Class A-1, due 2020, (ii) $50,000,000 Floating Rate Vacation Timeshare Loan Backed Notes, Series 2008-1, Class A-2, due 2020, (iii) $29,590,000 8.21% Vacation Timeshare Loan Backed Notes, Series 2008-1, Class B, due 2020, and (iv) $40,510,000 9.17% Vacation Timeshare Loan Backed Notes, Series 2008-1, Class C, due 2020. The terms of the Notes shall be as set forth in this Indenture.

     Section 2.2 Form Generally .

     The Notes and the Trustee’s or Authentication Agent’s certificate of authentication thereon (the “ Certificate of Authentication ”) shall be in substantially the forms set forth in the Exhibits to this Indenture with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may, consistent herewith, be determined by the Authorized Officers of the Issuer executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse or subsequent pages thereof, with an appropriate reference thereto on the face of the Note.

     The Notes shall be typewritten, word processed, printed, lithographed or engraved or produced by any combination of these methods, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

     Section 2.3 [ Reserved ].

     Section 2.4 Determination of LIBOR .

     On each LIBOR Determination Date, the Trustee shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page (or such other Page, as may replace Reuters Screen LIBOR01 Page on the Reuters Monitor Money Rates Service, or such other service as may be nominated as the information vendor for the purpose of displaying rates or prices comparable to the interest rate on the Notes) as of 11:00 a.m., London time, on such date. If such rate does not appear on Reuters Screen LIBOR01 Page (or such other page) the rate for that LIBOR Determination Date will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. If on such LIBOR Determination Date two or more Reference Banks provide such offered quotations, LIBOR for such related Interest Accrual Period will be the arithmetic mean of such offered quotations (rounded upwards if

necessary to the nearest whole multiple of 0.0001%). If on such LIBOR Determination Date fewer than two Reference Banks provide such offered quotations, LIBOR for the related Interest Accrual Period will be the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.0001%) of the one-month U.S. dollar lending rates that three New York City banks selected by the Trustee are quoting at approximately 11:00 a.m. (New York City time) on the relevant LIBOR Determination Date to leading European banks.

     The establishment of LIBOR on each LIBOR Determination Date by the Trustee and the Trustee’s calculation of the rate of interest applicable to the Class A-2 Notes for the related Interest Accrual Period will (in the absence of manifest error) be final and binding. The Trustee shall, upon the establishment of LIBOR on each LIBOR Determination Date, notify the Issuer and the Servicer of the rate.

     Section 2.5 Execution, Authentication and Delivery.

     The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

     Notes bearing the manual or facsimile signature of individuals who were at the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

     The Trustee shall, upon written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate principal amount of $200,000,000, comprising $79,900,000 principal amount of Class A-1 Notes, $50,000,000 principal amount of Class A-2 Notes, $29,590,000 principal amount of Class B Notes and $40,510,000 principal amount of Class C Notes. The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person.

     Each Note shall be dated the date of its authentication. Notes and beneficial interests in the Notes may be purchased in minimum denominations of $500,000 and in integral multiples of $1,000 in excess thereof.

     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

     Section 2.6 Registration; Registration of Transfer and Exchange; Transfer Restrictions.

     (a) The Issuer shall cause to be kept a register (the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee shall be the initial “ Note Registrar ” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any

resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar.

     If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee and the Swap Counterparty prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Registrar, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

     Upon surrender for registration of transfer of any Note at the office of the Note Registrar as provided in this Section 2.6, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note, the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations, of the same Class and of a like aggregate principal amount.

     At the option of the Holder, Notes may be exchanged for other Notes in any authorized denominations, of the same Class and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and upon receipt of such surrendered Notes and an Issuer Order to authenticate the Notes, the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

     Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and such other documents as the Trustee may require.

     No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to subsection 15.1(e) not involving any transfer.

     The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of Notes (i) for a period of 20 days preceding the due date for any payment with respect to the Notes or (ii) after the Trustee sends a notice of redemption with respect to such Note in accordance with Section 2.18.

     (b) The Notes have not been registered under the Securities Act or any state securities law. None of the Issuer, the Servicer, the Note Registrar or the Trustee is obligated to register

the Notes under the Securities Act or any other securities or “Blue Sky” laws or to take any other action not otherwise required under this Indenture to permit the transfer of any Note without registration.

     (c) No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.6 (including the applicable legend to be set forth on the face of each Note as provided in the Exhibits to this Indenture) and in Section 2.12 and Section 2.13 in a transaction exempt from the registration requirements of the Securities Act and applicable state securities or “Blue Sky” laws. The transfer of the Notes shall be restricted to transfers (i) to a person (A) that the transferor reasonably believes is a “qualified institutional buyer” (a “ QIB ”) within the meaning thereof in Rule 144A under the Securities Act (“ Rule 144A ”) in the form of beneficial interests in the Rule 144A Global Note, and (B) that is aware that the resale or other transfer is being made in reliance on Rule 144A or (ii) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, in the form of beneficial interests in the applicable Regulation S Global Note.

     (d) Each Note Owner, by its acceptance of its beneficial interest in a Note, will be deemed to have acknowledged, represented to and agreed with the Issuer and the Initial Purchasers as follows:

     (i) It understands and acknowledges that the Notes will be offered and may be resold by each Initial Purchaser (A) in the United States to QIBs pursuant to Rule 144A in the form of beneficial interests in the Rule 144A Global Note or (B) outside the United States to non U.S. Persons pursuant to Regulation S under the Securities Act, initially in the form of beneficial interests in the Temporary Regulation S Global Note. As set forth in Section 2.13, beneficial interests in the Temporary Regulation S Global Note may be exchanged for beneficial interests in the Permanent Regulation S Global Note.

     (ii) It understands that the Notes have not been and will not be registered under the Securities Act or any state or other applicable securities law and that the Notes, or any interest or participation therein, may not be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from registration under, the Securities Act and any state or other applicable securities law.

     (iii) It acknowledges that none of the Issuer or the Initial Purchasers or any person representing the Issuer or the Initial Purchasers has made any representation to it with respect to the Issuer or the offering or sale of any Notes, other than the information contained in the Offering Circular, which has been delivered to it and upon which it is relying in making its investment decision with respect to the Notes. It has had access to such financial and other information concerning the Issuer, the Depositor and the Notes as it has deemed necessary in connection with its decision to purchase the Notes.

     (iv) It acknowledges that the Notes will bear a legend to the following effect unless the Issuer determines otherwise, consistent with applicable law:

“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE ISSUER OR, WITH THE WRITTEN CONSENT OF THE ISSUER, TO AN AFFILIATE OF THE ISSUER, (2) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, OR (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. EACH NOTE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, UNLESS SUCH PERSON ACQUIRED THIS NOTE IN A TRANSFER DESCRIBED IN CLAUSE (1) OR CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

PRIOR TO PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE OR TRANSFER. THE ISSUER HAS NOT AGREED TO REGISTER THE NOTES UNDER THE SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.”

     (v) If it is acquiring any Note, or any interest or participation therein, as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgments, representations and agreements contained herein on behalf of each such account.

     (vi) It (A)(i) is a QIB, (ii) is aware that the sale to it is being made in reliance on Rule 144A and if it is acquiring such Notes or any interest or participation therein for the account of another QIB, such other QIB is aware that the sale is being made in reliance on Rule 144A and (iii) is acquiring such Notes or any interest or participation therein for its own account or for the account of a QIB, (B) is not a U.S. person and is purchasing such Notes or any interest or participation therein in an offshore transaction

meeting the requirements of Rule 903 or 904 of Regulation S or (C) is an Affiliate of the Issuer and the Issuer has consented to its acquisition of the Notes.

     (vii) It is purchasing the Notes for its own account, or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirements of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell such Notes, or any interest or participation therein as described in the Offering Circular and pursuant to the provisions of this Indenture.

     (viii) It agrees that if in the future it should offer, sell or otherwise transfer such Note or any interest or participation therein, it will do so only (A) to the Issuer, (B) pursuant to Rule 144A to a person it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A or (C) in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act.

     (ix) If it is acquiring such Note or any interest or participation therein in an “offshore transaction” (as defined in Regulation S under the Securities Act), it acknowledges that the Notes will initially be represented by the Temporary Regulation S Global Note and that transfers thereof or any interest or participation therein are restricted as set forth in this Indenture. If it is a QIB, it acknowledges that the Notes offered in reliance on Rule 144A will be represented by a Rule 144A Global Note and that transfers thereof or any interest or participation therein are restricted as set forth in this Indenture.

     (x) It understands that the Temporary Regulation S Global Note will bear a legend to the following effect unless the Issuer determines otherwise, consistent with applicable law:

“THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO BELOW.”

     (xi) With respect to any foreign purchaser claiming an exemption from United States income or withholding tax, it has delivered to the Trustee a true and complete Form W-8BEN or W-8ECI, indicating such exemption or any successor or other forms and documentation as may be sufficient under the applicable regulations for claiming such exemption.

     (xii) It acknowledges that the Depositor, the Issuer, the Initial Purchasers and others will rely on the truth and accuracy of the foregoing acknowledgments, representations and agreements, and agrees that if any of the foregoing acknowledgments, representations and agreements deemed to have been made by it are no longer accurate, it shall promptly notify the Issuer and the Initial Purchasers.

     (xiii) It acknowledges that transfers of the Notes or any interest or participation therein shall otherwise be subject in all respects to the restrictions applicable thereto contained in this Indenture.

     (xiv) Either (A) it is not (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code, or (iii) an entity the underlying assets of which are considered to include “plan assets” of, and it is not purchasing the Notes on behalf of, any such plan, account or arrangement; or (B) its purchase, holding and subsequent disposition of the Notes either (i) will not constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code or (ii) are exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code in accordance with one or more available statutory, class or individual prohibited transaction exemptions. It will not transfer the Notes to any person or entity, unless such person or entity could itself truthfully make the foregoing representations and covenants as presented in this clause (xiv).

          Any transfer, resale, pledge or other transfer of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and the Trustee. As used in this Section 2.6, the terms “United States” and “U.S. persons” have the respective meanings given them in Regulation S under the Securities Act.

     (e) Each Note Owner and Holder of any Notes understands and acknowledges that the Issuer has structured this Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer, and the Issuer and each Noteholder by acceptance of its Note agree to treat the Notes (or interests therein) as indebtedness for purposes of federal, state, local and foreign income or franchise taxes or any other applicable tax.

     (f) Notwithstanding anything to the contrary contained herein, each Note and this Indenture may be amended or supplemented to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally ( provided , however , that no such amendment or supplement shall in any way impact the Interest Rate Swap). Each Noteholder shall, by its acceptance of such Note, have agreed to any such amendment or supplement.

     Section 2.7 Mutilated, Destroyed, Lost or Stolen Notes.

     If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) in the case of a destroyed, lost or stolen Note, there is delivered to the Trustee such security or indemnity as may be required by

it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within twenty (20) days shall become due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the redemption date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, claim, liability, cost or expense incurred by the Issuer or the Trustee, its agents and/or counsel, in connection therewith.

     Upon the issuance of any replacement Note under this Section 2.7, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee, its agents and/or counsel) connected therewith.

     Except as set forth in the first paragraph of this Section 2.7, every replacement Note issued pursuant to this Section 2.7 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

     Section 2.8 Persons Deemed Owner.

     Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

     Section 2.9 Payment of Principal and Interest; Defaulted Interest .

     (a) The Notes of each Class shall accrue interest from and including the Closing Date at the Note Interest Rate for that Class. Interest on the Class A-1 Notes, Class B Notes and Class C Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-2 Notes will be calculated on the basis of a 360-day year and the actual number of days that elapsed during the related Interest Accrual Period. Interest shall be due and payable on the Payment Date in May 2008 and each Payment Date thereafter until all principal amounts on the Notes have been repaid. The amount of interest due and payable on the Notes with respect to each Payment Date shall be an amount equal to the Accrued Interest with respect to such Payment Date plus any Interest Carry Forward Amount. Any installment of interest or principal, if any, or any other amount, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, (i) except that with respect to Notes registered on the Record Date in the name of the Clearing Agency or the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, and (ii) except for (A) the final installment of principal payable with respect to such Note on a Payment Date and (B) the redemption price for any Note called for redemption pursuant to Section 2.18, in each case which shall be payable as provided below.

     (b) To the extent of Available Funds, principal shall be due and payable on the Notes as provided in Section 3.1(a), or if a Sequential Order Event has occurred and is continuing as provided in Section 3.1(b). The principal amount of the Notes, to the extent not previously paid, shall be due and payable on the Rated Final Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default described in Section 11.1 shall have occurred and be continuing, if the Notes have been declared to be immediately due and payable as provided in Section 11.1. Principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

     Notices in connection with redemptions of Notes shall be mailed or sent by facsimile to the Noteholders and the Swap Counterparty as provided in Section 15.6.

     (c) If the Issuer defaults in a payment of interest on the Notes when such interest becomes due and payable on any Payment Date, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Note Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which special record date shall be fixed or caused to be fixed by the Issuer and shall be at least three Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such payment date, and, prior to the third Business Day prior to any such special record date, the Issuer shall mail or transmit by facsimile to each Noteholder and the Swap Counterparty a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

     (d) Holders of a beneficial interest in Notes sold in reliance on Regulation S as Temporary Regulation S Global Notes are prohibited from receiving payments or from

exchanging beneficial interests in such Temporary Regulation S Global Notes for Permanent Regulation S Global Notes until the later of (i) the expiration of the Distribution Compliance Period (the “ Exchange Date ”) and (ii) the furnishing of a certificate, substantially in the form of Exhibit C attached hereto, certifying that the beneficial owner of the Temporary Regulation S Global Note is a non-U.S. person (a “ Regulation S Certificate ”) as provided in Section 2.12.

     Section 2.10 Cancellation .

     All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall, following its receipt thereof, be promptly canceled by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall, following its receipt thereof, be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.10, except as expressly permitted by this Indenture. All canceled Notes shall be returned to the Issuer.

     Section 2.11 Global Notes .

     The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the registration requirements of the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “ Rule 144A Global Note ”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “ Temporary Regulation S Global Note ”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Notes shall be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer and shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.15. Unless and until definitive, fully registered Notes (the “ Definitive Notes ”) have been issued to Note Owners pursuant to Section 2.15:

     (i) the provisions of this Section 2.11 shall be in full force and effect;

     (ii) the Note Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;

     (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control;

     (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants in accordance with the Depository Agreement. Unless and until Definitive Notes are issued

pursuant to Section 2.15, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants;

     (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Aggregate Principal Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing such required percentage of the Aggregate Principal Amount of the Notes and has delivered such instructions to the Trustee; and

     (vi) the Notes may not be transferred as a whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency or by the Clearing Agency or any such nominee to a successor Clearing Agency or a nominee of such successor Clearing Agency.

     Section 2.12 Regulation S Global Notes .

     (a) Notes issued in reliance on Regulation S under the Securities Act will initially be in the form of a Temporary Regulation S Global Note. Any beneficial interest in a Note evidenced by the Temporary Regulation S Global Note is exchangeable for a beneficial interest in a Note in fully registered, global form, without interest coupons, authenticated and delivered in substantially the form attached hereto in Exhibit A (the “ Permanent Regulation S Global Note ”), upon the later of (i) the Exchange Date and (ii) the furnishing of a Regulation S Certificate.

     (b) (i) On or prior to the Exchange Date, each owner of a beneficial interest in a Temporary Regulation S Global Note shall deliver to Euroclear or Clearstream (as applicable) a Regulation S Certificate; provided , however , that any owner of a beneficial interest in a Temporary Regulation S Global Note on the Exchange Date or on any Payment Date that has previously delivered a Regulation S Certificate hereunder shall not be required to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer true as of such subsequent date, in which case such owner shall promptly notify Euroclear or Clearstream, as applicable, thereof and shall deliver an updated Regulation S Certificate). Euroclear and/or Clearstream, as applicable, shall deliver to the Paying Agent or the Trustee a certificate substantially in the form of Exhibit C (a “ Non-U.S. Certificate ”) attached hereto promptly upon the receipt of each such Regulation S Certificate, and no such owner (or transferee from such owner) shall be entitled to receive a beneficial interest in a Permanent Regulation S Global Note or any payment of or principal of interest on or any other payment with respect to its beneficial interest in a Temporary Regulation S Global Note prior to the Paying Agent or the Trustee receiving such Non-U.S. Certificate from Euroclear or Clearstream with respect to the portion of the Temporary Regulation S Global Note owned by such owner (and, with respect to a beneficial interest in the Permanent Regulation S Global Note, prior to the Exchange Date).

     (c) Any payments of principal of, interest on or any other payment on a Temporary Regulation S Global Note received by Euroclear or Clearstream with respect to any portion of such Regulation S Global Note owned by a Note Owner that has not delivered the Regulation S Certificate required by this Section 2.12 shall be held by Euroclear and Clearstream solely as agents for the Paying Agent and the Trustee. Euroclear and Clearstream shall remit such payments to the applicable Note Owner (or to a Euroclear or Clearstream member on behalf of such Note Owner) only after Euroclear or Clearstream has received the requisite Regulation S Certificate. Until the Paying Agent or the Trustee has received a Non-U.S. Certificate from Euroclear or Clearstream, as applicable, that it has received the requisite Regulation S Certificate with respect to the ownership of a beneficial interest in any portion of a Temporary Regulation S Global Note, the Paying Agent or the Trustee may revoke the right of Euroclear or Clearstream, as applicable, to hold any payments made with respect to such portion of such Temporary Regulation S Global Note. If the Paying Agent or the Trustee exercises its right of revocation pursuant to the immediately preceding sentence, Euroclear or Clearstream, as applicable, shall return such payments to the Paying Agent or the Trustee and the Trustee shall hold such payments in the Collection Account until Euroclear or Clearstream, as applicable, has provided the necessary Non-U.S. Certificates to the Paying Agent or the Trustee (at which time the Paying Agent shall forward such payments to Euroclear or Clearstream, as applicable, to be remitted to the Note Owner that is entitled thereto on the records of Euroclear or Clearstream (or on the records of their respective members)).

     Each Note Owner with respect to a Temporary Regulation S Global Note shall exchange its beneficial interest therein for a beneficial interest in a Permanent Regulation S Global Note on or after the Exchange Date upon furnishing to Euroclear or Clearstream (as applicable) the Regulation S Certificate and upon receipt by the Paying Agent or the Trustee, as applicable, of the Non-U.S. Certificate thereof from Euroclear or Clearstream, as applicable, in each case pursuant to the terms of this Section 2.12. On and after the Exchange Date, upon receipt by the Paying Agent or the Trustee of any Non-U.S. Certificate from Euroclear or Clearstream described in the immediately preceding sentence (i) with respect to the first such certification, the Issuer shall execute, upon receipt of an order to authenticate, and the Trustee shall authenticate and deliver to the Clearing Agency Custodian the applicable Permanent Regulation S Global Note and (ii) with respect to the first and all subsequent certifications, the Clearing Agency Custodian shall exchange on behalf of the applicable owners the portion of the applicable Temporary Regulation S Global Note covered by such certification for a comparable portion of the applicable Permanent Regulation S Global Note. Upon any exchange of a portion of a Temporary Regulation S Global Note for a comparable portion of a Permanent Regulation S Global Note, the Clearing Agency Custodian shall endorse on the schedules affixed to each such Regulation S Global Note (or on continuations of such schedules affixed to each such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the Temporary Regulation S Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the Permanent Regulation S Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the Temporary Regulation S Global Note pursuant to clause (x) above.

     Section 2.13 Special Transfer Provisions .

     (a) If a holder of a beneficial interest in the Rule 144A Global Note wishes at any time to exchange its beneficial interest in the Rule 144A Global Note for a beneficial interest in the Regulation S Global Note, or to transfer a beneficial interest in the Rule 144A Global Note to a person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such holder may, subject to the rules and procedures of the Clearing Agency and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of the beneficial interest for an equivalent beneficial interest in the Regulation S Global Note. Upon receipt by the Trustee of (1) instructions given in accordance with the Clearing Agency’s procedures from or on behalf of a Note Owner of the Rule 144A Global Note, directing the Trustee (via the Clearing Agency’s Deposit/Withdrawal of Custodian System (“ DWAC ”)), as transfer agent, to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, (2) a written order in accordance with the Clearing Agency’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account, and (3) a certificate given by such Note Owner stating that the exchange or transfer of such beneficial interest has been made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, the Trustee, as transfer agent, shall promptly deliver appropriate instructions to the Clearing Agency (via DWAC), its nominee, or the custodian for the Clearing Agency, as the case may be, to reduce or reflect on its records a reduction of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred from the relevant participant, and the Trustee, as transfer agent, shall promptly deliver appropriate instructions (via DWAC) to the Clearing Agency, its nominee, or the custodian for the Clearing Agency, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions (who may be Euroclear Bank S.A./N.V., as operator of Euroclear or Clearstream or another agent member of Euroclear, or Clearstream, or both, as the case may be, acting for and on behalf of them) a beneficial interest in such Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note. Notwithstanding anything to the contrary, the Trustee may conclusively rely upon the completed schedule set forth in the certificate representing the Notes.

     (b) If a holder of a beneficial interest in the Regulation S Global Note wishes at any time to exchange its beneficial interest in the Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, or to transfer a beneficial interest in the Regulation S Global Note to a person who wishes to take delivery thereof in the form of beneficial interest in the Rule 144A Global Note, such holder may, subject to the rules and procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the Trustee, as transfer agent, of (1) instructions given in accordance with the procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, from or on behalf of a Note Owner of the Regulation S Global Note directing the Trustee, as transfer agent,

to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in an amount equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, (2) a written order given in accordance with the procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, containing information regarding the account with the Clearing Agency to be credited with such increase and the name of such account, and (3) prior to the expiration of the Distribution Compliance Period, a certificate given by such Note Owner stating that the person transferring such beneficial interest in such Regulation S Global Note reasonably believes that the person acquiring such beneficial interest in the Rule 144A Global Note is a QIB and is obtaining such beneficial interest for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A under the Securities Act and any applicable securities laws of any state of the United States or any other jurisdiction, the Trustee, as transfer agent, shall promptly deliver (via DWAC) appropriate instructions to the Clearing Agency, its nominee, or the custodian for the Clearing Agency, as the case may be, to reduce or reflect on its records a reduction of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be exchanged or transferred, and the Trustee, as transfer agent, shall promptly deliver (via DWAC) appropriate instructions to the Clearing Agency, its nominee, or the custodian for the Clearing Agency, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note. After the expiration of the Distribution Compliance Period, the certification requirement set forth in clause (3) of the second sentence of this subsection 2.13(b) will no longer apply to such exchanges and transfers. Notwithstanding anything to the contrary, the Trustee may conclusively rely upon the completed schedule set forth in the certificate representing the Notes.

     (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a beneficial interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become a beneficial interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such a beneficial interest.

     (d) Until the later of the Exchange Date and the provision of the certifications required by Section 2.9(d), beneficial interests in a Regulation S Global Note may only be held through Euroclear Bank S.A./N.V., as operator of Euroclear or Clearstream, or another agent member of Euroclear and Clearstream acting for and on behalf of them. During the Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in the Rule 144A Global Note only in accordance with the certification requirements described above.

     Section 2.14 Notices to Clearing Agency .

     Whenever a notice or other communication to the Holders of the Notes is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant

to Section 2.15, the Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to the Note Owners.

     Section 2.15 Definitive Notes .

     If (i) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Issuer is unable to locate a qualified successor, or (ii) to the extent permitted by law, the Issuer, at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, the Majority Holders advise the Issuer and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners. Upon surrender to the Trustee of the word-processed Note or Notes representing the Global Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes to Note Owners, the Trustee shall recognize the Holders of such Definitive Notes as Noteholders.

     Section 2.16 Payments on the Notes .

     (a) Subject to the availability of Available Funds and to the Priority of Payments, the Notes will provide for (i) the payment of Accrued Interest and any Interest Carry-Forward Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date and (ii) (A) absent the occurrence and continuation of a Sequential Order Event or the sale of the Collateral and distribution under Section 11.7, the payment of the Principal Distribution Amount on each Payment Date until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date, (B) if a Sequential Order Event has occurred and is continuing, the payment in accordance with Section 3.1(b) of all Available Funds remaining after the application of clause “EIGHTH” in subsection 3.1(a) in respect of principal until the earlier of the date on which all Notes are paid in full and the Rated Final Maturity Date or (C) if the Collateral has been sold under Article XI, distribution as provided in Section 11.7. All outstanding principal of the Notes will be due and payable (unless paid on an earlier date) on the Rated Final Maturity Date. On the Rated Final Maturity Date Noteholders will be entitled to the Reserve Account Draw Amount for such date, if any and all remaining Available Funds necessary to reduce the Aggregate Principal Amount of the Notes to zero.

     (b) Interest and principal payable in respect of the Notes of any Class on any Payment Date shall be paid to the Holders of the Notes of such Class as of the related Record Date.

     (c) All reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment Date shall be binding upon all future Holders of such Note and of any Note issued upon the registration of

transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

     (d) Notwithstanding any other provision of this Indenture, principal of, interest on and all other amounts payable on or in respect of the Notes will constitute limited recourse obligations of the Issuer secured by, and payable from and to the extent of available proceeds of, the Collateral. The Holders of the Notes shall have recourse to the Issuer only to the extent of the Collateral, and following realization of the Collateral, any claims of the Holders of the Notes shall be extinguished and shall not revive thereafter. Neither the Issuer, nor any of its respective agents, members, partners, beneficiaries, officers, directors, employees or any Affiliate of any of them or any of their respective successors or assigns or any other Person or entity shall be personally liable for any amounts payable, or performance due, under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is secured by the Collateral, or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Issuer as party defendant in any action, suit or in the exercise of any other remedy under the Notes or in this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer.

     (e) For so long as any of the Notes are admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market, or listed on any other stock exchange, to the extent required by the rules of such exchange, the Issuer or, upon Issuer Order, the Trustee, in the name and at the expense of the Issuer, shall notify such stock exchange in the event that the Notes do not receive scheduled payments of principal or interest on any Payment Date and the Servicer at the expense of the Issuer will arrange for publication of such information in a daily newspaper in Luxembourg or as otherwise required by such stock exchange.

     Section 2.17 [ Reserved ].

     Section 2.18 Clean-Up Call.

     The Notes are subject to redemption by the Issuer on any Payment Date on or after the date on which the Aggregate Loan Balance as of the end of the related Due Period is 10% or less of the Aggregate Loan Balance as of the Cut-Off Date (such Payment Date, the “ Redemption Date ”). The redemption price will be equal to the Aggregate Principal Amount plus accrued and unpaid interest to the date of redemption; provided that any Termination Payments due to the Swap Counterparty under the Interest Rate Swap will be required to be paid concurrently with or prior to any such redemption.

     At any time after the Issuer has delivered notice of an optional redemption (but at least one Business Day prior to the Redemption Date), the Issuer will deposit or cause to be deposited funds into the Collection Account sufficient to pay all principal and interest due or to become

due on the Notes in connection with such redemption, plus related costs and expenses incurred or to be incurred by the Trustee, plus all amounts then due and owing to the Swap Counterparty. The Trustee will invest the funds in the Collection Account in Permitted Investments as directed by the Issuer pursuant to this Indenture and on the Redemption Date will apply such funds deposited into the Collection Account and earnings on such funds to the payment in full of all principal and interest due on the Notes and amounts owing to the Swap Counterparty. Upon the full and final payment of the Notes and all interest thereon and upon payment of all amounts due to the Swap Counterparty, and at the written direction of the Issuer, the Collateral Agent will release its Lien on the Collateral.

     Section 2.19 Authentication Agent .

     (a) The Trustee may appoint one or more Authentication Agents with respect to the Notes which shall be authorized to act on behalf of the Trustee in authenticating the Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Notes. Whenever reference is made in this Indenture to the authentication of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authentication Agent and a certificate of authentication executed on behalf of the Trustee by an Authentication Agent. Each Authentication Agent must be reasonably acceptable to the Issuer and the Servicer.

     (b) Any institution succeeding to the corporate agency business of an Authentication Agent shall continue to be an Authentication Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authentication Agent.

     (c) An Authentication Agent may at any time resign by giving notice of resignation to the Trustee, the Swap Counterparty and to the Issuer. The Trustee may at any time terminate the agency of an Authentication Agent by giving notice of termination to such Authentication Agent and to the Issuer, the Swap Counterparty and the Servicer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authentication Agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee may promptly appoint a successor Authentication Agent. Any successor Authentication Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authentication Agent. No successor Authentication Agent shall be appointed unless acceptable to the Issuer and the Servicer.

     (d) The Issuer agrees to pay to each Authentication Agent from time to time reasonable compensation for its services under this Section 2.19.

     (e) The provisions of Sections 13.1 and 13.3 shall be applicable to any Authentication Agent.

     (f) Pursuant to an appointment made under this Section 2.19, the Notes may have endorsed thereon, in lieu of or in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form:

     “This is one of the Notes described in the within-mentioned Agreement.

		as Authentication Agent for the Trustee
		By:
		Authorized Signatory”

     Section 2.20 Appointment of Paying Agent .

     The Trustee is hereby appointed as the Paying Agent. The Issuer reserves the right at any time to appoint additional Paying Agents, provided that it will at all times maintain the Trustee as a Paying Agent. If the Issuer has appointed any additional Paying Agent, the Trustee reserves the right at any time and for any reason to remove such additional Paying Agent. Any reference in this Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise. The Paying Agent shall make payments to Noteholders fr