OMNIBUS WAIVER AND INCREASE

EXECUTION COPY

OMNIBUS WAIVER AND INCREASE

dated as of September 25, 2006

THIS OMNIBUS WAIVER AND INCREASE (this " Waiver ") is entered into as of September 25, 2006 for the purpose of (i) waiving certain provisions in the Note Purchase Agreement and the Supplement (each as defined below); (ii) increasing the Stated Amount to $700,000,000 and (iii) increasing the Purchaser Group Limits as described herein.

WHEREAS, this Waiver is by and among APPLE RIDGE FUNDING LLC (formerly known as CENDANT MOBILITY CLIENT-BACKED RELOCATION RECEIVABLES FUNDING LLC) (the " Issuer "), CARTUS CORPORATION (formerly known as CENDANT MOBILITY SERVICES CORPORATION) (the " Servicer "), JPMorgan Chase Bank, National Association, as Indenture Trustee (the " Indenture Trustee "), THE BANK OF NEW YORK, as Paying Agent, Authentication Agent and Transfer Agent and Registrar (" BNY "), the Managing Agents and Purchasers listed on the signature pages hereto, and CALYON CORPORATE AND INVESTMENT BANK, as Administrative Agent (the " Administrative Agent .")

WHEREAS, this Waiver relates to the following documents (each as such documents have been previously amended):

--Note Purchase Agreement (the " Note Purchase Agreement ") dated as of January 31, 2005 among the Issuer, the Servicer, the Managing Agents and Purchasers party thereto and the Administrative Agent

--Series 2005-1 Indenture Supplement (the " Supplement ") dated as of January 31, 2005 among the Issuer, the Indenture Trustee and BNY, which modifies that certain Master Indenture (the " Indenture ") dated as of April 25, 2000 among the Issuer, the Indenture Trustee and BNY.

WHEREAS, terms defined in the Note Purchase Agreement, the Supplement or the Indenture and not otherwise defined herein (including terms defined therein by reference to certain other agreements executed in connection therewith) are used herein as therein defined.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to waive certain provisions of the Note Purchase Agreement and the Supplement on the terms and conditions hereinafter set forth.

1. 1. Waivers under the Note Purchase Agreement . Each of the parties to the Note Purchase Agreement agrees to waive the thirty day notice requirement for increases in the Stated Amount and the delivery of a Stated Amount Increase Notice under Section 2.05(b) of the Note Purchase Agreement in order to allow the Stated Amount to be increased by $150,000,000 (the " Increase Amount ") to $700,000,000 effective on September 25, 2006. Each party to the Note Purchase Agreement hereby further acknowledges and agrees that such increase in the Commitments and Purchaser Group Limits shall be initially provided solely by Calyon Corporate and Investment Bank (" Calyon ") and that any Increases shall be funded by the Purchaser Group for which Calyon acts as Managing Agent until such time as the Series Outstanding Amount funded by Calyon's Purchaser Group equals its Pro Rata Share as so modified; provided , however, that each other Purchaser Group shall have the right, on or before October 31, 2006, to increase its Commitments, by purchasing from Calyon such Committed Purchaser's Pro Rata Share of the Increase Amount (as such Pro Rata Share was calculated prior to giving effect to this Waiver), and Calyon hereby agrees to assign to each other Committed Purchaser at par such ratable share of the Series Outstanding Amount and the Commitments in the amount needed so that, after giving effect thereto, such Committed Purchaser's Pro Rata Share shall be the same as it was in effect before giving effect to this Waiver.
   2. Waivers under the Supplement . Concurrently with the increase of the Commitments as described in Section 1 above, the "Stated Amount" in the Supplement shall be and hereby is increased to $700,000,000, and each party to the Supplement hereby waives the requirement that any increase in the Stated Amount take effect on two Business Days prior written notice to the Indenture Trustee, the Paying Agent and the Managing Agents.
   3. Conditions Precedent . This Waiver shall become effective as of the date first written above upon receipt by the Administrative Agent of counterpart signature pages to this Waiver executed by each of the parties hereto.
   4. Covenants, Repre