Common use of Contract Files Clause in Contracts

Contract Files. The related Contract File contains: -------------- (i) other than in the case of Contracts described in clause (ii) below, (A) at least one original of each Pledged Contract (or if the Contract and promissory note are contained in separate documents, an original of the promissory note); except that this requirement shall not apply in the case of an original Contract which has been removed from the Contract File for the performance of collection services and other routine servicing requirements in accordance with Section ------- 5.01 (n), or (B) an original Contract which has been identified as a missing ------ original contract and included on Exhibit B to the Custodian's Certificate Acknowledging Receipt of Contracts delivered pursuant to the Receivables Purchase Agreement in connection with the sale of Contracts to the Borrower on a Contract Grant Date, and which is a Pledged Contract with respect to which the Deal Agent shall have waived the application of this clause (i) in writing), and (ii) in the case of any Contracts relating to VOIs located in Developments in North Carolina or South Carolina, where two originals of a Pledged Contract have been executed, one such original Contract, and the original Contract not in the file contains the following legend (whether by stamp or otherwise) on the face thereof; "THIS COPY IS ONE OF TWO ORIGINALS, AND WAS EXECUTED SOLELY FOR RECORDATION, TO THE EXTENT THAT POSSESSION OF THIS CONTRACT IS REQUIRED TO TRANSFER OR PERFECT A TRANSFER OF ANY INTEREST IN OR TO THIS CONTRACT, POSSESSION OF THE OTHER ORIGINAL HEREOF IS REQUIRED.)), and (iii) in the case of any Contracts in respect of which the related VOI or Lot has been deeded out to the relevant Obligor: (A) a copy of the deed for the related VOI or Lot, and (B) the original of any related recorded or unrecorded Mortgage (or a copy of such recorded Mortgage, if the original of the recorded Mortgage is unavailable) (other than in the case of any Contract with respect to which the relevant Mortgage and/or deed is outside the Contract File for purposes of recording such Mortgage in the relevant local real property recording office, but only to the extent that: (x) such Mortgage and copy of deed shall not have been outside of the relevant Contract File for such purposes for more than (1) 180 days from the relevant Contract Grant Date (in the case of Contracts relating to VOIs located in the State of Florida), and (2) 180 days from the date on which the related VOI or Lot is required to be deeded to an Obligor (in the case of Contracts relating to VOIs or Lots located in any other Development), and (y) unless and to the extent waived by the Deal Agent in writing, the Deal Agent shall have received certificates of appropriate local real property recording officers, in form and substance satisfactory to the Deal Agent, to the effect that the Mortgage in question has been received for purposes of recordation and is in the custody of such recording officer (in the case of Contracts relating to VOIs located in the State of Florida)).

Contract Files. The related Contract File contains: -------------- (i) other than in the case of Contracts described in clause (ii) below, (A) at least one original of each Pledged Contract (or if the Contract and promissory note are contained in separate documents, an original of the promissory note); except that this requirement shall not apply in the case of an original Contract which has been removed from the Contract File for the performance of collection services and other routine servicing requirements in accordance with Section ------- 5.01 (n5.01(n), or (B) an original ---------------- Contract which has been identified as a missing ------ original contract and included on Exhibit B to the Custodian's Certificate Acknowledging Receipt --------- of Contracts delivered pursuant to the Receivables Purchase Agreement in connection with the sale of Contracts to the Borrower on a Contract Grant Date, and which is a Pledged Contract with respect to which the Deal Agent shall have waived the application of this clause (i) in writing), and (ii) in the case of any Contracts relating to VOIs located in Developments in North Carolina or South Carolina, where two originals of a Pledged Contract have been executed, one such original Contract, and the original Contract not in the file contains the following legend (whether by stamp or otherwise) on the face thereof; "THIS COPY IS ONE OF TWO ORIGINALS, AND WAS EXECUTED SOLELY FOR RECORDATION, TO THE EXTENT THAT POSSESSION OF THIS CONTRACT IS REQUIRED TO TRANSFER OR PERFECT A TRANSFER OF ANY INTEREST IN OR TO THIS CONTRACT, POSSESSION OF THE OTHER ORIGINAL HEREOF IS REQUIRED.)), " and (iii) in the case of any Contracts in respect of which the related VOI or Lot has been deeded out to the relevant Obligor: (A) a copy of the deed for the related VOI or Lot, and (B) the original of any related recorded or unrecorded Mortgage (or a copy of such recorded Mortgage, if the original of the recorded Mortgage is unavailable) (other than in the case of any Contract with respect to which the relevant Mortgage and/or deed is outside the Contract File for purposes of recording such Mortgage in the relevant local real property recording office, but only to the extent that: (x) such Mortgage and copy of deed shall not have been outside of the relevant Contract File for such purposes for more than (1) 180 days from the relevant Contract Grant Date (in the case of Contracts relating to VOIs located in the State of Florida), and (2) 180 days from the date on which the related VOI or Lot is required to be deeded to an Obligor (in the case of Contracts relating to VOIs or Lots located in any other Development), and (y) unless and to the extent waived by the Deal Agent in writing, the Deal Agent Servicer shall have received certificates retain in its files (and provide copies of appropriate local real property recording officers, in form and substance satisfactory the same to the Deal Agent, Agent upon request) certificates from FCI's applicable title agents in Florida to the effect that the Mortgage in question has been received delivered for purposes of recordation and is in to the custody of such appropriate local real property recording officer office (in the case of Contracts Contract relating to VOIs located in the State of Florida)).

Contract Files. The related Contract File contains: -------------- (i) other than in the case of Contracts described in clause (ii) below, (A) at least one original of each Pledged Contract (or if the Contract and promissory note are contained in separate documents, an original of the promissory note); except that this requirement shall not apply in the case of an original Contract which has been removed from the Contract File for the performance of collection services and other routine servicing requirements in accordance with Section ------- 5.01 (n), or (B) an original Contract which has been identified as a missing ------ original contract and included on Exhibit B to the Custodian's Certificate Acknowledging Receipt of Contracts delivered pursuant to the Receivables Purchase Agreement in connection with the sale of Contracts to the Borrower on a Contract Grant Date, and which is a Pledged Contract with respect to which the Deal Agent shall have waived the application of this clause (i) in writing4.1(n), and (ii) in the case of any Contracts relating to VOIs located in Developments in North Carolina or South Carolina, where two originals of a Pledged Contract have been executed, one such original Contract, and the original Contract not in the file contains the following legend (whether by stamp or otherwise) on the face thereof; "THIS COPY IS ONE OF TWO ORIGINALS, AND WAS EXECUTED SOLELY FOR RECORDATION, TO THE EXTENT THAT POSSESSION OF THIS CONTRACT IS REQUIRED TO TRANSFER OR PERFECT A TRANSFER OF ANY INTEREST IN OR TO THIS CONTRACT, POSSESSION OF THE OTHER ORIGINAL HEREOF IS REQUIRED.))", and (iii) in the case of any Contracts in respect of which the related VOI or Lot has been deeded out to the relevant Obligor: (A) a copy of the deed for the related VOI or LotVOI, and (B) the original of any related recorded or unrecorded Mortgage (or a copy of such recorded Mortgage, if the original of the recorded Mortgage is unavailable) (other than in the case of any Contract with respect to which the relevant Mortgage and/or deed is outside the Contract File for purposes of recording such Mortgage in the relevant local real property recording office, but only to the extent that: (x) such Mortgage and copy of deed shall not have been outside of the relevant Contract File for such purposes for more than (1) 180 days from the relevant Contract Grant Date (in the case of Contracts relating to VOIs located in the State of Florida), and (2) 180 days from the date on which the related VOI or Lot is required to be deeded to an Obligor (in the case of Contracts relating to VOIs or Lots located in any Development in any other DevelopmentState), and (y) unless and to the extent waived by the Deal Agent Majority Holders in writing, the Deal Agent Servicer shall have received certificates retain in its files (and provide copies of appropriate local real property recording officers, in form and substance satisfactory same to the Deal Agent, Trustee or Noteholders upon request) certificates from FCI's applicable title agents in Florida to the effect that the Mortgage in question has been received delivered for purposes of recordation and is in to the custody of such appropriate local real property recording officer office (in the case of Contracts relating to VOIs located in the State of Florida)).

Contract Files. The related Contract File -------------- contains: --------------: (i) other than in the case of Contracts described in clause (ii) below, (A) at least one original of each Pledged Contract (or if the Contract and promissory note are contained in separate documents, an original of the promissory note); except that this requirement shall not apply other than (A) in the case of an original Contract which has been removed from the Contract File for the performance of collection services and other routine servicing requirements in accordance with Section ------- 5.01 (n5.01(n), or (B) an original -------------- Contract which has been identified as a missing ------ original contract and included on Exhibit B to the Custodian's Certificate Acknowledging Receipt of Contracts delivered pursuant to the Receivables Purchase Agreement in connection with the sale of Contracts to the Borrower on a Contract Grant Date, and which is either (x) a 1995 Contract, or (y) a Pledged Contract with respect to which each of the Deal Collateral Agent and the L/C Bank shall have waived the application of this clause (i) in writing), and (ii) in the case of any Contracts relating to VOIs or Lots located in Developments in North Carolina or South Carolina, where at least two originals of each Pledged Contract (other than (A) in the case of an original Contract which has been removed from the Contract File for the performance of collection services and other routine servicing requirements in accordance with Section 5.01(n), (B) in the case of an original -------------- Contract which has been removed from the Contract File for the purpose of recording such Contract in the relevant local real property recording office (provided that such Contract shall not have been removed for such purposes for more than (x) 145 days from the Effective Restatement Date, in the case of Contracts to be purchased by the Borrower on or about the Effective Restatement Date or (y) 145 days from the date of origination, in the case of Contracts to be purchased by the Borrower in connection with any Contract Grant Date other than the Effective Restatement Date), or (C) an original Contract which has been identified as a missing original contract and included on Exhibit B to the Custodian's Certificate Acknowledging Receipt of Contracts delivered pursuant to the Receivables Purchase Agreement in connection with the sale of Contracts to the Borrower on a Contract Grant Date and which is either (x) a 1995 Contract, or (y) a Pledged Contract have been executed, one such original Contract, with respect to which each of the Collateral Agent and the original Contract not L/C Bank shall have waived the application of this clause (ii) in the file contains the following legend (whether by stamp or otherwise) on the face thereof; "THIS COPY IS ONE OF TWO ORIGINALS, AND WAS EXECUTED SOLELY FOR RECORDATION, TO THE EXTENT THAT POSSESSION OF THIS CONTRACT IS REQUIRED TO TRANSFER OR PERFECT A TRANSFER OF ANY INTEREST IN OR TO THIS CONTRACT, POSSESSION OF THE OTHER ORIGINAL HEREOF IS REQUIRED.)writing), and (iii) in the case of any Contracts in respect of which the related VOI or Lot has been deeded out to the relevant Obligor: (A) a copy of the deed for the related VOI or Lot, and (B) the original of any related recorded or unrecorded a purchase money Mortgage (or a copy of such recorded Mortgage, if the original of the recorded Mortgage is unavailable) (other than in the case of any Contract with respect to which the relevant purchase money Mortgage and/or deed is outside the Contract File for purposes of recording such Mortgage in the relevant local real property recording office, but only to the extent that: (x) such purchase money Mortgage and copy of deed shall not have been outside of the relevant Contract File for such purposes for more than (1) 180 145 days from the relevant Contract Grant Date (in the case of Contracts relating to VOIs located in the State of FloridaCypress Palms Development), and (2) 180 145 days from the date on which the related VOI or Lot is required to be deeded to an Obligor (in the case of Contracts relating to VOIs or Lots located in any other Development), and (y) unless and to the extent waived by the Deal Collateral Agent and the L/C Bank in writing, the Deal Collateral Agent shall have received certificates of appropriate local real property recording officers, in form and substance satisfactory to the Deal Collateral Agent, to the effect that the Mortgage in question has been received for purposes of recordation and is in the custody of such recording officer (in the case of Contracts relating to VOIs located in the State of FloridaCypress Palms Development)).