INDENTURE AND SERVICING AGREEMENT

Servicing Agreement

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WYNDHAM WORLDWIDE CORP | SIERRA TIMESHARE 2009-3 RECEIVABLES FUNDING LLC | WYNDHAM CONSUMER FINANCE, INC

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Title: INDENTURE AND SERVICING AGREEMENT
Governing Law: New York Date: 10/7/2009
Industry: Hotels and Motels Sector: Services

Exhibit 10.1

INDENTURE AND SERVICING AGREEMENT

Dated as of September 24, 2009

by and among

SIERRA TIMESHARE 2009-3 RECEIVABLES FUNDING LLC ,

as Issuer

and

WYNDHAM CONSUMER FINANCE, INC.,

as Servicer

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

TABLE OF CONTENTS


		Page
ARTICLE I
DEFINITIONS
Section 1.1	Definitions		3

Section 1.2	Other Definitional Provisions		24

Section 1.3	Intent and Interpretation of Documents		25

ARTICLE II
THE NOTES

Section 2.1	Designation		26

Section 2.2	Form Generally		26

Section 2.3	[Reserved]		26

Section 2.4	[Reserved]		26

Section 2.5	Execution, Authentication and Delivery		26

Section 2.6	Registration; Registration of Transfer and Exchange; Transfer Restrictions		27

Section 2.7	Mutilated, Destroyed, Lost or Stolen Notes		32

Section 2.8	Persons Deemed Owner		33

Section 2.9	Payment of Principal and Interest; Defaulted Interest		33

Section 2.10	Cancellation		34

Section 2.11	Global Notes		34

Section 2.12	Regulation S Global Notes		35

Section 2.13	Special Transfer Provisions		37

Section 2.14	Notices to Clearing Agency		39

Section 2.15	Definitive Notes		39

Section 2.16	Payments on the Notes		39

Section 2.17	[Reserved]		40

Section 2.18	Clean-Up Call		40

Section 2.19	Authentication Agent		41

Section 2.20	Appointment of Paying Agent		42

Section 2.21	Confidentiality		42

Section 2.22	144A Information		43

TABLE OF CONTENTS
(Continued)


		Page
ARTICLE III
PAYMENTS, SECURITY AND ALLOCATIONS

Section 3.1	Priority of Payments		43

Section 3.2	Information Provided to Trustee		44

Section 3.3	Payments		44

Section 3.4	Collection Account		45

Section 3.5	Reserve Account		46

Section 3.6	Custody of Permitted Investments and other Collateral		47

Section 3.7	[Reserved]		48

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Section 4.1	Representations and Warranties Regarding the Issuer		48

Section 4.2	Representations and Warranties Regarding the Loan Files		51

Section 4.3	Rights of Obligors and Release of Loan Files		52

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE ISSUER; ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES

Section 5.1	Representations and Warranties of the Issuer		53

Section 5.2	Eligible Loans		53

Section 5.3	Assignment of Representations and Warranties and Rights under the Term Purchase Agreement and the Performance Guaranty		56

Section 5.4	Release of Defective Loans		57

ARTICLE VI
ADDITIONAL COVENANTS OF ISSUER

Section 6.1	Affirmative Covenants		58

Section 6.2	Negative Covenants of the Issuer		66

ARTICLE VII
SERVICING OF PLEDGED LOANS

Section 7.1	Responsibility for Loan Administration		68

Section 7.2	Standard of Care		68

Section 7.3	Records		68

Section 7.4	Loan Schedule		69

Section 7.5	Enforcement		69

TABLE OF CONTENTS
(Continued)


		Page
Section 7.6	Trustee and Collateral Agent to Cooperate		70

Section 7.7	Other Matters Relating to the Servicer		70

Section 7.8	Servicing Compensation		71

Section 7.9	Costs and Expenses		71

Section 7.10	Representations and Warranties of the Servicer		71

Section 7.11	Additional Covenants of the Servicer		72

Section 7.12	Servicer not to Resign		75

Section 7.13	Merger or Consolidation of, or Assumption of the Obligations of Servicer		75

Section 7.14	Examination of Records		76

Section 7.15	Delegation of Duties		76

Section 7.16	Servicer Advances		76

Section 7.17	Delivery of Monthly Files		76

ARTICLE VIII
REPORTS

Section 8.1	Monthly Servicing Report		76

Section 8.2	Other Data		77

Section 8.3	Annual Servicer’s Certificate		77

Section 8.4	Notices to WCF		77

Section 8.5	Tax Reporting		77

ARTICLE IX
CONTROL ACCOUNT

Section 9.1	Control Account		78

ARTICLE X
INDEMNITIES

Section 10.1	Liabilities to Obligors		78

Section 10.2	Tax Indemnification		78

Section 10.3	Servicer’s Indemnities		79

Section 10.4	Operation of Indemnities		79

ARTICLE XI
EVENTS OF DEFAULT

Section 11.1	Events of Default		79

iii

TABLE OF CONTENTS
(Continued)


		Page
Section 11.2	Acceleration of Maturity; Rescission and Annulment		81

Section 11.3	Collection of Indebtedness and Suits for Enforcement by Trustee		81

Section 11.4	Trustee May File Proofs of Claim		82

Section 11.5	Remedies		83

Section 11.6	Optional Preservation of Collateral		84

Section 11.7	Application of Monies Collected During Event of Default		84

Section 11.8	Limitation on Suits by Individual Noteholders		85

Section 11.9	Unconditional Rights of Noteholders to Receive Principal and Interest		85

Section 11.10	Restoration of Rights and Remedies		86

Section 11.11	Waiver of Event of Default		86

Section 11.12	Waiver of Stay or Extension Laws		86

Section 11.13	Sale of Collateral		86

Section 11.14	Action on Notes		87

Section 11.15	Control by the Noteholders		87

ARTICLE XII
SERVICER DEFAULTS

Section 12.1	Servicer Defaults		87

Section 12.2	Appointment of Successor		89

Section 12.3	Notification to Noteholders		90

Section 12.4	Waiver of Past Defaults		90

Section 12.5	Termination of Servicer’s Authority		90

Section 12.6	Matters Related to Successor Servicer		91

ARTICLE XIII
THE TRUSTEE; THE COLLATERAL AGENT; THE CUSTODIAN

Section 13.1	Duties of Trustee		92

Section 13.2	Certain Matters Affecting the Trustee		94

Section 13.3	Trustee Not Liable for Recitals in Notes or Use of Proceeds of Notes		95

Section 13.4	Trustee May Own Notes; Trustee in its Individual Capacity		95

Section 13.5	Trustee’s Fees and Expenses; Indemnification		96

Section 13.6	Eligibility Requirements for Trustee		96

Section 13.7	Resignation or Removal of Trustee		97

TABLE OF CONTENTS
(Continued)


		Page
Section 13.8	Successor Trustee		97

Section 13.9	Merger or Consolidation of Trustee		98

Section 13.10	Appointment of Co-Trustee or Separate Trustee		98

Section 13.11	Trustee May Enforce Claims Without Possession of Notes		99

Section 13.12	Suits for Enforcement		99

Section 13.13	Rights of the Noteholders to Direct the Trustee		100

Section 13.14	Representations and Warranties of the Trustee		100

Section 13.15	Maintenance of Office or Agency		100

Section 13.16	No Assessment		100

Section 13.17	UCC Filings and Title Certificates		101

Section 13.18	Replacement of the Custodian		101

ARTICLE XIV
TERMINATION

Section 14.1	Termination of Agreement		101

Section 14.2	Final Payment		101

Section 14.3	[Reserved]		101

Section 14.4	Release of Collateral		102

Section 14.5	Release of Defaulted Loans		102

Section 14.6	Release Upon Payment in Full		103

ARTICLE XV
MISCELLANEOUS PROVISIONS

Section 15.1	Amendment		104

Section 15.2	Discretion with Respect to Derivative Financial Instruments		106

Section 15.3	Limitation on Rights of the Noteholders		107

Section 15.4	Governing Law		107

Section 15.5	Waiver of Jury Trial		107

Section 15.6	Notices		107

Section 15.7	Severability of Provisions		109

Section 15.8	Assignment		109

Section 15.9	Notes Non-assessable and Fully Paid		109

Section 15.10	Further Assurances		109

TABLE OF CONTENTS
(Continued)


		Page
Section 15.11	No Waiver; Cumulative Remedies		109

Section 15.12	Counterparts		110

Section 15.13	Third-Party Beneficiaries		110

Section 15.14	Actions by the Noteholders		110

Section 15.15	Merger and Integration		110

Section 15.16	No Bankruptcy Petition		110

Section 15.17	Headings		111

EXHIBITS


Exhibit A	Forms of the Notes	A-1-1

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

vii

SCHEDULES

1.		Schedule of Trustee’s fees.

2.		List of Control Account Banks.

3.		Schedule for Collateral Agent’s and Custodian’s Fees

viii

INDENTURE AND SERVICING AGREEMENT

THIS INDENTURE AND SERVICING AGREEMENT dated as of September 24, 2009 is by and among SIERRA TIMESHARE 2009-3 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 and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as trustee and 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.

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.

GRANTING CLAUSES

The Issuer hereby Grants to the Collateral Agent, for the benefit and security of the Trustee, acting on behalf of the Noteholders, 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, or deposited in each 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)		all rights, remedies, powers, privileges and claims of the Issuer under or with respect to the Term Purchase Agreement, the Sale and Assignment Agreements and the Master Loan Purchase Agreements, including, without limitation, all rights of the Issuer to enforce all payment obligations of the Depositor, Sierra 2002-1, Sierra 2008—A, and each Seller and all rights to collect all monies due and to become due to the Issuer from the Depositor, Sierra 2002-1, Sierra 2008—A, any Seller under or in connection with the Term Purchase Agreement, the Sale and Assignment Agreements 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 Agreements, the Sale and Assignment Agreements and the Master Loan Purchase Agreements;

	(f)		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 2002-1, Sierra 2008—A, and each Seller and all rights to collect all monies due and to become due to the Issuer from the Depositor, Sierra 2002-1, Sierra 2008—A, 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);

	(g)		all certificates and instruments, if any, from time to time representing or evidencing any of the foregoing property described in clauses (a) through (f) above;

	(h)		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;

	(i)		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;

	(j)		all proceeds of the foregoing property described in clauses (a) through (i) 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 (k) herein, and including all payments under insurance policies (whether or not a Seller or an Originator, the Depositor, Sierra 2002-1, Sierra 2008—A, 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

	(k)		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) prompt observance and performance by the Issuer of all of the terms and 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:

“ Access Points ” shall mean ownership interests in the Club Wyndham Access, represented by points that entitle the owner thereof to use units in resorts that are part of Club Wyndham Access.

“ 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 the Notes, an amount equal to the sum of (i) the interest accrued during the related Interest Accrual Period at the Note Interest Rate on the

Principal Amount of the Notes as of the immediately preceding Payment Date (after taking into account all principal distributions on such Payment Date) (or, in the case of the initial Payment Date, the Principal Amount as of the Closing Date) and (ii) any amounts payable pursuant to clause (i) above for the 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 the Notes at the Note Interest Rate.

“ 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 September 24, 2009 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 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 on the last day of the related Due Period and was not substituted for or repurchased by a Seller under Section 14.5 as of such Determination Date by (ii) the Aggregate Loan Balance as of the Cut-Off Date for the Pledged Loans.

“ 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 and Defective Loans.

“ 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.

“ 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) of principal, interest and fees (excluding maintenance fees assessed with respect to POAs) collected on the Pledged Loans from or on behalf of the Obligors during the related Due Period and all amounts received by the Trustee since the immediately preceding Payment Date representing the prepayment amount, including principal and accrued interest, of Pledged Loans which were prepaid through a Timeshare Upgrade during the related Due Period; (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 by the Trustee since the immediately preceding Payment Date that represent the Release Price paid by the Sellers for the repurchase of Pledged Loans that became Defaulted Loans during the related Due Period; (iv) all Net Liquidation Proceeds from the disposition of Pledged Assets securing Defaulted Loans received during the related Due Period; (v) all amounts received by the Trustee since the immediately preceding Payment Date that represent the Release Price paid by the Sellers or the Issuer for the repurchase or release of all Pledged Loans that were determined to be Defective Loans during the related Due Period; (vi) all other proceeds of the Collateral received by the Trustee or the Servicer during the related Due Period; and (vii) the amount in excess of the Reserve Required Amount, if any, withdrawn from the Reserve Account and deposited in the Collection Account on 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, St. Paul, Minnesota, Las Vegas, Nevada, 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 ” occurs if, on any Determination Date, the average of the Delinquency Ratios for the three immediately preceding Due Periods is greater than 5.00%. A Cash Accumulation Event will continue until the average of the Delinquency Ratios for the three immediately preceding Due Periods is equal to or less than 5.00% for three consecutive Determination Dates.

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

“ 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 ” shall mean 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 September 24, 2009.

“ Club Wyndham Access ” shall mean Club Wyndham Access Vacation Ownership Plan.

“ Club Wyndham 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 Club Wyndham Plus Agreement in exchange for a stated number of annual 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. “Club Wyndham Plus” was formerly, until March 16, 2009, known as “FairShare Plus.”

“ Club Wyndham Plus Agreement ” shall mean the Second Amended and Restated FairShare Vacation Plan Use Management Trust Agreement effective as of March 14, 2008 by and between WVRI, and certain of its subsidiaries and third party developers, as amended on March 16, 2009 by its First Amendment in which the name of “FairShare Plus” was changed to “Club Wyndham Plus,” and as the same may be further amended, supplemented or otherwise modified from time to time hereafter in accordance with its terms.

“ 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 Nineteenth Amendment to the Collateral Agency Agreement dated as of September 24, 2009 and all prior amendments, by and among the Collateral Agent, the 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 among 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.

“ 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 EP-MN-WS3D, 60 Livingston Avenue, St. Paul, MN 55107, Attn: Structured Finance/Wyndham 2009-3.

“ 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 Fifteenth Amended and Restated Custodial Agreement dated as of September 24, 2009 by and among the Issuer, the Depositor, WVRI, WCF, WRDC, U.S. Bank National Association, as Custodian, the Trustee, various other issuers

and trustees, and the Collateral Agent, 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 July 31, 2009.

“ 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.

“ 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 was not substituted for or repurchased by a Seller under Section 14.5 prior to the related Determination Date, and the denominator of which is the Aggregate Loan Balance as of the beginning of such Due Period.

“ Default Percentage Threshold ” shall mean, for any Determination Date, 0.75%.

“ 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.

“ 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 October 2009, 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 ” shall mean 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.

“ 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).

“ Final Maturity Date ” shall mean the Payment Date occurring in July 2026.

“ 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 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.

“ 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 Overcollateralization Percentage ” is equal to (i) the excess of (a) the Aggregate Loan Balance as of the Cut-Off Date over (b) the Initial Principal Amount of the Notes divided by (ii) the Aggregate Loan Balance as of the Cut-Off Date.

“ Initial Principal Amount ” shall mean $175,000,000.

“ Initial Purchasers ” shall mean Credit Suisse Securities (USA) LLC and RBS Securities Inc.

“ 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 the period from and including the Closing Date to but excluding the first Payment Date and thereafter shall mean the period from and including one Payment Date to but excluding the next Payment Date; each Interest Accrual Period shall be deemed to be a period of 30 days, except that the first Interest Accrual Period will begin on and include September 24, 2009 and end on and exclude the October 2009 Payment Date.

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

“ Issuer ” shall mean Sierra Timeshare 2009-3 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.

“ 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 2009-3 Receivables Funding LLC, as amended and restated as of September 24, 2009, as further 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.

“ 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 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 2009-3 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 of Pledged Loans occurring during the related Due Period including the principal amount of prepayments resulting from Timeshare Upgrades; (iv) the principal portion of the Release Price paid by the Sellers and received by the Trustee since the immediately preceding Payment Date for the repurchase of Pledged Loans that have become Defaulted Loans during the related Due Period; and (v) the outstanding principal balance of all Pledged Loans that were determined by a Seller or the Issuer, as applicable, to be Defective Loans 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).

“ 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 the Notes, 7.62% per annum:

“ 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 Agreement ” shall mean the Note Purchase Agreement dated September 18, 2009 among the Issuer, the Sellers, the Depositor and the Initial Purchasers named therein.

“ 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 any of the $175,000,000 of 7.62% Sierra Timeshare 2009-3 Receivables Funding LLC Vacation Timeshare Loan Backed Notes, Series 2009-3, due 2026.

“ 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 September 18, 2009 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 Twentieth Amended and Restated Operating Agreement dated as of September 24, 2009 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.

“ Original 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, provided further that any transferor’s Original Equity Percentage is deemed to have transferred to a transferee after a transfer.

“ 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 Principal Amount of the Notes on such Payment Date, after taking into account any distributions of principal to the Noteholders on such Payment Date.

“ 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 October 2009.

“ Performance Guarantor ” shall mean Wyndham Worldwide.

“ Performance Guaranty ” shall mean that Performance Guaranty dated as of September 24, 2009 made by Wyndham Worldwide in favor of the Issuer, the Depositor, the Trustee and the Collateral Agent, as amended from time to time. Under the Performance Guaranty, Wyndham Worldwide will guarantee the due and punctual performance of certain obligations of the Servicer, the Sellers and the Issuer, including any repurchase obligations of the Sellers arising with respect to any Defective Loan. Wyndham Worldwide will not guarantee the payment of principal or interest on the Notes.

“ 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 stated number of points assigned to such unit pursuant to Club Wyndham 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.

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

“ Principal Distribution Amount ” shall mean, for any Payment Date until the Principal Amount has been reduced to zero, (A) if a Rapid Amortization Period is not in effect and no Event of Default has occurred and is continuing, the sum, without duplication, of (i) Monthly Principal and (ii) the outstanding principal balance of all Pledged Loans that became Defaulted Loans during the related Due Period and were not substituted for or repurchased by a Seller under Section 14.5 directly or through the Depositor, or (B) if a Rapid Amortization Period is in effect or an Event of Default has occurred and is continuing, the excess, if any, of (i) the entire amount of remaining Available Funds after making provisions for payments and distributions required under provisions FIRST through FIFTH of subsection 3.1(a) over (ii) the amount, if any, by which the Reserve Required Amount on such Payment Date is greater than the amount on deposit in the Reserve Account.

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

“ 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 maturity date no later than the Final Maturity Date 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.

“ Rapid Amortization Period ” shall mean a period beginning on any Determination Date if, (i) the average of the Default Percentages for the four immediately preceding Due Periods (or if fewer than four Due Periods have elapsed, the average of the Default Percentages for the actual number of Due Periods which have elapsed) is greater than the Default Percentage Threshold on such Determination Date; (ii) the Aggregate Default Rate is greater than 23.00%; or (iii) the Overcollateralization Amount is less than the Required Overcollateralization Amount for the two immediately preceding Payment Dates. A Rapid Amortization Period described in clause (i) above will continue until the average of the Default Percentages for the four immediately preceding Due Periods is equal to or less than the Default Percentage Threshold for three consecutive Determination Dates. A Rapid Amortization Period described in clause (ii) above will continue until the Notes have been paid in full. A Rapid Amortization Period described in clause (iii) above will continue until the Overcollateralization Amount for the

immediately preceding Payment Date is greater than or equal to the Required Overcollateralization Amount.

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

“ Rating Agency Condition ” shall mean, with respect to any action taken or to be taken, that (i) S&P 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 Notes and (ii) Fitch has been given at least ten business days prior notice thereof.

“ 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.

“ 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.

“ 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 the product of (i) the Initial Overcollateralization Percentage and (ii) the Aggregate Loan Balance as of the Cut-Off Date.

“ Requisite Percentage ” shall mean Noteholders representing at least 66 2/3% of the Principal Amount of the Notes.

“ 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 Account Floor Amount ” shall mean the lesser of (i) 0.25% of the Initial Principal Amount of the Notes and (ii) 50% of the Principal Amount of the Notes on such Payment Date before taking into account any distributions of principal to Noteholders on such Payment Date.

“ Reserve Required Amount ” shall mean, for any Payment Date when a Rapid Amortization Period is not in effect, (i) if no Cash Accumulation Event has occurred and is continuing, (a) prior to, and including, the September 2010 Payment Date, 2.50% of the Aggregate Loan Balance as of the last day of the related Due Period or (b) after the September 2010 Payment Date, 1.00% of the Aggregate Loan Balance as of the last day of the related Due Period, 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 related 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 the Reserve Account Floor Amount. For any Payment Date when Rapid Amortization Period is in effect, the Reserve Required Amount shall mean an amount equal to the Reserve Account Floor 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 Rating Services, a Standard & Poor’s Financial Services LLC business or any successor thereto.

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

“ Sale and Assignment Agreement ” shall mean the STCRF Sale and Assignment Agreement or the STCRF II Sale and Assignment Agreement.

“ 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.

“ 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 2002-1 ” shall mean Sierra Timeshare Conduit Receivables Funding, LLC, a Delaware limited liability company.

“ Sierra 2008-A ” shall mean Sierra Timeshare Conduit Receivables Funding II, LLC, a Delaware limited liability company.

“STCRF Sale and Assignment Agreement ” shall mean the Sale and Assignment Agreement dated as of September 24, 2009 entered into by Sierra 2002-1 and the Depositor and pursuant to which Sierra 2002-1 sells and assigns to the Depositor all of Sierra 2002-1’s right, title and interest in certain Pledged Loans and the Pledged Assets related thereto.

“ STCRF II Sale and Assignment Agreement ” shall mean the Sale and Assignment Agreement dated as of September 24, 2009 entered into by Sierra 2008-A and the Depositor and pursuant to which Sierra 2008-A sells and assigns to the Depositor all of Sierra 2008-A’s right, title and interest in certain Pledged Loans and the Pledged Assets related thereto.

“ 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 close of business on the last Business Day of the last full Due Period occurring immediately prior to the date of substitution.

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

“ Term Purchase Agreement ” shall mean the Series 2009-3 Term Purchase Agreement dated as of September 24, 2009 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.

“ 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 Agreements, 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 U.S. 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.

“ 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 fee simple interest (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;

Financing Corp. debt obligations; and Resolution Funding Corp. debt obligations, provided that either the short term unsecured senior indebtedness of any government-sponsored agency under this subsection (ii) is rated at least “A-l+” by S&P or its long term unsecured indebtedness is rated AAA by S&P.

“ Vacation Credits ” shall mean ownership interests in WorldMark, represented by credits that entitle the owner thereof to use resorts developed by WRDC or in which WRDC sells vacation ownership interests.

“ 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, the Points with respect thereto under Club Wyndham Plus, Vacation Credits, Access Points 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.

“ 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 which is not a WRDC Loan.

“ 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, Series 2008-A Supplement thereto dated as of November 7, 2008, as thereafter amended or amended and restated from time to time, and Series 2009-3 Supplement thereto dated as of September 24, 2009, 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 (other than WRDC) or in which WVRI or its Subsidiaries (other than WRDC) 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 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 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 Agreements, 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 2009-3 Receivables Funding LLC Vacation Timeshare Loan Backed Notes, Series 2009-3 ” (the “ Notes ”). The Issuer will issue $175,000,000 of 7.62% Vacation Timeshare Loan Backed Notes, Series 2009-3, due 2026. 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 the Notes as evidenced by their execution of the 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 the Notes, as evidenced by their execution of the Notes.


Section 2.3	[ Reserved ].


Section 2.4	[ Reserved ].


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 the 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 the Notes or did not hold such offices at the date of the Notes.

The Trustee shall, upon written order of the Issuer, authenticate and deliver Notes for original issue in a principal amount of $175,000,000. 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 $100,000 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 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 the 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 and of a like principal amount.

At the option of the Holder, Notes may be exchanged for other Notes in any authorized denominations and of a like 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 the 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 the 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 the 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 the 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. 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 shall accrue interest from and including the Closing Date at the Note Interest Rate. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest shall be due and payable on the Payment Date in October 2009 and each Payment Date thereafter until the Principal Amount of the Notes has been repaid in full. 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. 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). The Principal Amount of the Notes, to the extent not previously paid, shall be due and payable on the 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 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 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 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. The Notes shall be delivered to The Depository Trust Company, the 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 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 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 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 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