Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
New Timeshare Receivables Term Financings
On September 24, 2009, Wyndham Worldwide Corporation's subsidiary Sierra
Timeshare 2009-3 Receivables Funding LLC (the "2009-3 Issuer") issued
$175,000,000 aggregate principal amount of 7.62% Vacation Timeshare Loan Backed
Notes, Series 2009-3, due 2026 (the "2009-3 Notes") under the Indenture and
Servicing Agreement, dated as of September 24, 2009, by and among the 2009-3
Issuer, Wyndham Consumer Finance, Inc., as the 2009-3 Servicer, U.S. Bank
National Association, as the 2009-3 Trustee and the 2009-3 Collateral Agent (the
"2009-3 Indenture"). The notes are secured under the 2009-3 Indenture primarily
by a pool of pledged loans, each relating to the financing of one or more
vacation ownership interests by a consumer, and related pledged assets. A copy
of the 2009-3 Indenture is attached hereto as Exhibit 10.1, and is incorporated
by reference herein.
On October 7, 2009, Wyndham Worldwide Corporation's subsidiary Sierra Timeshare
2009-2 Receivables Funding LLC (the "2009-2 Issuer") issued $175,000,000
aggregate principal amount of 4.52% Vacation Timeshare Loan Backed Notes,
Series 2009-2, due 2026 (the "2009-2 Notes") under the Indenture and Servicing
Agreement, dated as of October 7, 2009, by and among the 2009-2 Issuer, Wyndham
Consumer Finance, Inc., as Servicer, U.S. Bank National Association, as the
2009-2 Trustee and the 2009-2 Collateral Agent (the "2009-2 Indenture"). The
notes are secured under the 2009-2 Indenture primarily by a pool of pledged
loans, each relating to the financing of one or more vacation ownership
interests by a consumer, and related pledged assets. A copy of the 2009-2
Indenture is attached hereto as Exhibit 10.2, and is incorporated by reference
herein.
Certain of the initial purchasers of the 2009-3 Notes and the 2009-2 Notes, the
2009-3 Trustee, the 2009-3 Collateral Agent, the 2009-2 Trustee and the 2009-2
Collateral Agent, and their respective affiliates, have performed and may in the
future perform, various commercial banking, investment banking and other
financial advisory services for us and our subsidiaries for which they have
received, and will receive, customary fees and expenses. Certain of the initial
purchasers are affiliates of one or more entities who also serve as investors,
or as administrators of investors, with respect to asset-backed commercial paper
conduits that hold certain Secured Variable Funding Notes, issued by our
subsidiaries Sierra Timeshare Conduit Receivables Funding Company, LLC and
Sierra Timeshare Conduit Receivables Funding Company II, LLC, which were
partially or fully repaid with the proceeds from the sale of the 2009-3 Notes
and the 2009-2 Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report.
Exhibit No. Description
Exhibit 10.1 Indenture and Servicing Agreement, dated as of September 24, 2009, by
and among Sierra Timeshare 2009-3 Receivables Funding LLC, as the 2009-3
Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank National
Association, as the 2009-3 Trustee and the 2009-3 Collateral Agent.
Exhibit 10.2 Indenture and Servicing Agreement, dated as of October 7, 2009, by and
among Sierra Timeshare 2009-2 Receivables Funding LLC, as the 2009-2
Issuer, Wyndham Consumer Finance, Inc., as Servicer, U.S. Bank National
Association, as the 2009-2 Trustee and the 2009-2 Collateral Agent.
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