SIXTH
AMENDED AND RESTATED
TITLE CLEARING AGREEMENT
(LAWYERS)
This Agreement is made and entered into as of July 31,
1996, by and among Fairfield Communities, Inc., a Delaware
corporation (referred to herein as "FCI"); Fairfield
Acceptance Corporation, a Delaware corporation and
wholly-owned subsidiary of FCI (referred to herein as
"FAC"); Lawyers Title Insurance Corporation, a Virginia
corporation (referred to herein as "Nominee"); The First
National Bank of Boston, Boston, Massachusetts (hereinafter
defined as "FNBB"), as agent and lender to FCI pursuant to
the FCI Boston Loan Agreement (as hereinafter defined);
FNBB, as agent and lender to FAC pursuant to the FAC Boston
Loan Agreement (as hereinafter defined); First Commercial
Trust Company, N.A., Little Rock, Arkansas, as trustee
(referred to herein as "1993-A Trustee"), pursuant to the
1993-A Pledge Agreement (as hereinafter defined); and
Capital Markets Assurance Corporation, a New York stock
insurance company, as collateral agent (referred to
hereinafter as "Triple-A Collateral Agent"), pursuant to the
Triple-A Credit Agreement (as hereinafter defined). This
Agreement is made in lieu of and supersedes that certain
Fifth Amended and Restated Title Clearing Agreement dated as
of March 28, 1995, as amended, by and among certain of the
parties hereto, which agreement is hereby canceled.
W I T N E S S E T H:
WHEREAS, FCI is engaged in the development of certain
resort and recreational projects known as Fairfield Bay, Van
Buren and Cleburne Counties, Arkansas; Fairfield Glade,
Cumberland County, Tennessee; Fairfield Branson, Taney
County, Missouri; Fairfield Mountains, ▇▇▇▇▇▇▇▇▇▇ County,
North Carolina; Fairfield Sapphire Valley, ▇▇▇▇▇▇▇ and
Transylvania Counties, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; Sands Atlantic Beach,
Carteret County, North Carolina; Fairfield Ocean Ridge,
Colleton County, South Carolina; ▇▇▇▇▇ ▇▇▇▇▇▇ Beach, Horry
County, South Carolina; Fairfield Plantation, ▇▇▇▇▇▇▇
County, Georgia; Fairfield Williamsburg and Fairfield
Williamsburg at Kingsgate, York County, Virginia and certain
other properties not subject hereto; and has sold and
continues to sell subdivided Lots (as hereinafter defined),
Undivided Ownership Interests (as hereinafter defined), and
Intervals (as hereinafter defined) to purchasers by way of
contract agreements and installment notes ("Sales
Contracts") whereby the purchaser is permitted to finance
the purchase price for said Lots, Undivided Ownership
Interests and Intervals over a period of time; and
WHEREAS, FNBB is the primary lender responsible for
financing the development of FCI projects and in connection
therewith has obtained a security interest in certain Sales
Contracts as security for the repayment of the borrowings of
FCI under the FCI Boston Loan Agreement and of FAC under the
FAC Boston Loan Agreement, and FNBB has further taken
underlying encumbrances against certain of the Properties
(as hereinafter defined) and certain other properties not
subject to this Agreement at the various FCI projects as
security for repayment of the borrowings of FCI under the
FCI Boston Loan Agreement and of FAC under the FAC Boston
Loan Agreement, which underlying encumbrances on the
Properties have provisions for release for the protection of
the purchasers of Lots, Undivided Ownership Interests and
Intervals, said releases to be given under conditions as set
forth therein; and
WHEREAS, FCI and FAC have entered into arrangements for
the sale by FCI to FAC of certain Sales Contracts and other
receivables pursuant to a Third Amended and Restated
Operating Agreement dated as of December 9, 1994, as
amended; and
WHEREAS, FAC has sold certain Sales Contracts to
Fairfield Funding Corporation, a Delaware corporation
(referred to herein as "FFC"), which Sales Contracts have in
turn been pledged by FFC to the 1993-A Trustee pursuant to
the 1993-A Pledge Agreement; and
WHEREAS, FAC has sold certain Sales Contracts to
Fairfield Capital Corporation, a Delaware corporation
(referred to herein as "FCC"), pursuant to an Amended and
Restated Receivables Purchase Agreement, dated as of July
31, 1996 (the "Triple-A Purchase Agreement") which Sales
Contracts have in turn been pledged by FCC to the Triple-A
Collateral Agent for the benefit of itself, Triple-A One
Funding Corporation, a Delaware corporation (referred to
herein as "Triple-A") and The First National Bank of Boston,
as L/C Bank ("L/C Bank"), pursuant to the Triple-A Credit
Agreement; and
WHEREAS, FNBB (i) has released its lien upon and its
interest in the Sales Contracts and the underlying Lots,
Undivided Ownership Interests and Intervals pledged to the
1993-A Trustee and (ii) has released, or will have released
its lien upon and its interest in, the Sales Contracts and
the underlying Lots, Undivided Ownership Interests and
Intervals as a prior condition to their being pledged to the
Triple-A Collateral Agent; and
WHEREAS, the parties hereto are desirous of
establishing a title clearing mechanism for the purpose of
providing a convenient method of holding and conveying title
to the Properties, releasing encumbrances thereon and
protecting the interests of the various parties hereto as
their interests may appear;
NOW THEREFORE, in consideration of the mutual promises
and covenants set forth herein, the parties hereto agree as
follows:
1. Definitions. For the purposes of this Agreement
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the following words and terms shall have the following
meanings unless the context clearly indicates otherwise:
Community Club means the Community Clubs of Fairfield
---------------
Bay, Arkansas and Fairfield Glade, Tennessee.
FAC means, as appropriate, Fairfield Acceptance
---
Corporation, individually or in its capacity as servicer
under the 1993-A Pledge Agreement or the Triple-A Credit
Agreement.
FAC Boston Loan Agreement means the Third Amended and
--------------------------
Restated Revolving Credit Agreement, dated as of September
28, 1993, between FAC and FNBB, as amended pursuant to the
First Amendment to Third Amended and Restated Revolving
Credit Agreement, dated as of December 9, 1994, between FAC
and FNBB, and as further amended by the Second Amendment to
Third Amended and Restated Revolving Credit Agreement, dated
as of December 19, 1994, between FAC and FNBB, as amended
and in effect from time to time.
FCC means Fairfield Capital Corporation, a Delaware
---
corporation.
FCI means Fairfield Communities, Inc., a Delaware
---
corporation.
FCI Boston Loan Agreement means the Amended and
----------------------------
Restated Revolving Credit Agreement, dated as of September
28, 1993, among FCI, Fairfield Myrtle Beach, Inc., Suntree
Development Company, St. ▇▇▇▇▇▇▇ Management, Inc., Fairfield
Suntree Realty, Inc., and FNBB, as amended pursuant to the
First Amendment to Amended and Restated Revolving Credit
Agreement, dated as of May 13, 1994, as further amended by
Consent Waiver and Agreement, dated as of September 23,
1994, as further amended by Second Amendment to Amended and
Restated Revolving Credit Agreement, dated as of December 9,
1994, as further amended by Third Amendment to Amended and
Restated Revolving Credit Agreement, dated as of December
19, 1994, as further amended by Fourth Amendment to Amended
and Restated Revolving Credit Agreement, dated as of
November 20, 1995, and as further amended by Fifth Amendment
to Amended and Restated Revolving Credit Agreement, dated as
of January 25, 1996, among FCI, Fairfield Myrtle Beach,
Inc., and FNBB, as amended and in effect from time to time.
FFC means Fairfield Funding Corporation, a Delaware
---
corporation.
FNBB means, as appropriate, The First National Bank of
----
Boston, as lender and agent for itself and such other lenders who
may hereinafter become parties to the FCI Boston Loan
Agreement, and The First National Bank of Boston, as lender
and agent for itself and such other lenders who may
hereinafter become parties to the FAC Boston Loan Agreement.
Intervals means those timeshare intervals created or to
---------
be created in the Properties conveyed to Nominee in
connection herewith, as more fully set forth in Schedule A
attached hereto and made a part hereof, as amended from time
to time, and all such Properties subsequently conveyed to
Nominee in the continuance of this Agreement. Intervals are
created in the Properties pursuant to the filing of regime
documents creating an underlying ownership interest which is
the subject of a Sales Contract, which ownership interest
consists of a fixed week or undivided interest in fee simple
in a lodging unit or group of lodging units at a Project.
L/C Bank means The First National Bank of Boston, as
--------
L/C Bank under the Triple-A Credit Agreement.
Loan Agreement means, as appropriate, (i) the FCI
---------------
Boston Loan Agreement, (ii) the FAC Boston Loan Agreement,
(iii) the 1993-A Pledge Agreement, or (iv) the Triple-A
Credit Agreement.
Lots means all the subdivided lots created or to be
----
created in the Properties conveyed to Nominee in connection
herewith, as more fully set forth in Schedule A attached
hereto and made a part hereof, as amended from time to time,
and all such Properties subsequently conveyed to Nominee in
the continuance of this Agreement.
Mortgage means a Deed of Trust, Deed to Secure Debt,
--------
Vendor's Lien, mortgage or any other instrument typically
considered to be a mortgage.
Operating Agreement means the Third Amended and
--------------------
Restated Operating Agreement dated as of December 9, 1994,
between FCI and FAC, as amended.
1993-A Pledge Agreement means that certain Pledge and
------------------------
Servicing Agreement dated as of September 28, 1993, by and
among FAC, as Servicer, FFC, as Issuer, 1993-A Trustee, as
Trustee, and Texas Commerce Trust Company, as Standby
Servicer, relating to the issuance by FFC of certain
Interval Ownership and Lot Contract Pay-Through Notes,
Series 1993-A.
POA means timeshare associations organized in
---
connection with the establishment of timesharing projects at
the various FCI projects and other property owners
associations which may have been organized in connection
with the platting or subdividing of vacant lots at the
various FCI projects.
Project means any of the various
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recreational/retirement communities developed by FCI.
Properties means those Lots, Undivided Ownership
----------
Interests and Intervals located on the property described in
the various deeds listed in Schedule A attached hereto, as
amended from time to time. The Mortgages on the Properties
in favor of FNBB are listed in Schedule B attached hereto,
as amended from time to time.
Purchasers means those individuals, partnerships,
----------
corporations or other entities who have entered into a Sales
Contract with FCI for the purchase of a Lot, Undivided
Ownership Interest or Interval at an FCI project.
Sales Contracts means those contract agreements and
----------------
installment notes, including promissory notes secured by
Mortgages, heretofore entered into and hereinafter to be
entered into between FCI and various Purchasers for the
purchase of a Lot, Undivided Ownership Interest or Interval
and for which the total purchase price has not been paid by
the Purchaser.
Secured Party means FNBB, the 1993-A Trustee or the
--------------
Triple-A Collateral Agent, as applicable.
Triple-A means Triple-A One Funding Corporation, a
--------
Delaware corporation.
Triple-A Collateral Agent means Capital Markets
-----------------------------
Assurance Corporation, a New York Stock insurance company,
as collateral agent for the benefit of itself, Triple-A and
L/C Bank, pursuant to the Triple-A Credit Agreement.
Triple-A Credit Agreement means that certain Amended
--------------------------
and Restated Credit Agreement dated as of July 31, 1996, by
and among FAC, as servicer, FCI, FCC, as borrower, Triple-A
Collateral Agent, Triple-A and L/C Bank, relating to loans
to be made by Triple-A to FCC.
Triple-A Intervals means those Intervals which give
------------------
rise to certain Sales Contracts pledged, assigned and
transferred to the Triple-A Collateral Agent pursuant to the
Triple-A Credit Agreement. The Triple-A Intervals are
listed on Schedule D attached to this Agreement and made a
part hereof, as amended from time to time.
Triple-A Lots means those Lots which give rise to
--------------
certain Sales Contracts pledged, assigned and transferred to
the Triple-A Collateral Agent pursuant to the Triple-A
Credit Agreement. The Triple-A Lots are listed on Schedule
D attached to this Agreement and made a part hereof, as
amended from time to time.
Triple-A Undivided Ownership Interests means those
-----------------------------------------
Undivided Ownership Interests which give rise to certain
Sales Contracts pledged, assigned and transferred to the
Triple-A Collateral Agent pursuant to the Triple-A Credit
Agreement. The Triple-A Undivided Ownership Interests are
listed on Schedule D attached to this Agreement and made a
part hereof, as amended from time to time.
1993-A Trustee means First Commercial Trust Company,
---------------
N.A., Little Rock, Arkansas, as trustee under the 1993-A
Pledge Agreement.
1993-A Trust Intervals means those Intervals which give
----------------------
rise to certain Sales Contracts pledged, assigned and
transferred to the 1993-A Trustee pursuant to the 1993-A
Pledge Agreement. The 1993-A Trust Intervals are listed on
Schedule C attached to this Agreement and made a part
hereof, as amended from time to time.
1993-A Trust Lots means those Lots which give rise to
-----------------
certain Sales Contracts pledged, assigned and transferred to
the 1993-A Trustee pursuant to the 1993-A Pledge Agreement.
The 1993-A Trust Lots are listed on Schedule C attached to
this Agreement and made a part hereof, as amended from time
to time.
1993-A Trust Undivided Ownership Interests means those
-------------------------------------------
Undivided Ownership Interests which give rise to certain
Sales Contracts pledged, assigned and transferred to the
1993-A Trustee pursuant to the 1993-A Pledge Agreement. The
1993-A Trust Undivided Ownership Interests are listed on
Schedule C attached to this Agreement and made a part
hereof, as amended from time to time.
Undivided Ownership Interests means those undivided
-------------------------------
ownership interests created or to be created in the
Properties conveyed to Nominee in connection herewith, as
more fully set forth in Schedule A attached hereto and made
a part hereof, as amended from time to time, and all such
Properties subsequently conveyed to Nominee in continuance
of this Agreement. An Undivided Ownership Interest is that
form of real property ownership in a unit or units committed
to undivided ownership consisting of an undivided interest
in fee simple absolute as a tenant in common with all other
owners of an undivided interest in such unit or units,
whereby an owner is entitled to occupy the same on a
reservation basis and where the owner's fractional interest
is shown on the owner's Sales Contract and deed.
2. Transfer of Properties to Nominee. FCI, by
-------------------------------------
various deeds executed from time to time, has transferred
fee simple title to the Properties identified on Schedule A
to Nominee, subject to those Mortgages identified on
Schedule B. Nominee agrees to acquire and hold legal title
to said Properties in accordance with the terms, provisions
and conditions of this Agreement and for the benefit of FCI,
FAC and the related Secured Party, as their interests may
appear. Except for those Properties for which the
beneficial interest has been transferred to FFC or FCC and
subsequently pledged to the 1993-A Trustee or the Triple-A
Collateral Agent, respectively, the beneficial interest in
all the Properties underlying Sales Contracts conveyed to
Nominee pursuant to this Agreement shall be in FCI, and at
such time as the Sales Contracts are transferred to FAC
pursuant to the Operating Agreement, the beneficial interest
in the Properties underlying those Sales Contracts
transferred to FAC shall pass to FAC with the transference
of said Sales Contracts. In the event FCI elects to
repurchase Sales Contracts previously transferred to FAC,
the beneficial interest in the Properties will be
re-transferred to FCI by FAC when those Sales Contracts are
transferred from FAC back to FCI, all in accordance with the
Operating Agreement. Although Nominee shall be advised of
the transference of the Sales Contracts and the beneficial
interest in the Properties underlying the Sales Contracts,
Nominee shall not be held liable by any party hereto for
acting in good faith on the written instructions of FCI or
FAC even though there may be a mistake as to the proper
owner of the beneficial interest underlying the Sales
Contracts.
Notwithstanding anything herein to the contrary, with
respect to those Properties which are subject to Sales
Contracts with Purchasers who are residents of the State of
New Jersey the following shall apply: Within 180 days of
receipt by FAC or FCI of the first installment payment under
such Sales Contract, FAC or FCI shall notify Nominee to hold
title to such Properties for the benefit of the respective
Purchaser. The beneficial interest in such Properties will
then be held by Nominee for the benefit of the respective
Purchaser until the time of deeding as provided for in the
Sales Contract.
3. Title Ownership and Responsibility of Nominee.
---------------------------------------------
(a) Nominee acknowledges that notwithstanding the fact
that it will be the record owner of the fee simple title to
the Properties, its ownership is subject in all respects to
the provisions of this Agreement, those Mortgages identified
on Schedule B hereto, and the terms and conditions of the
Loan Agreements. Nominee further acknowledges that it holds
fee simple title to the Properties for the benefit of the
other parties hereto and shall have no equitable rights in
the Properties nor any right to the income or profits to be
derived therefrom.
(b) Nominee's function and responsibility during the
existence of this Agreement will be to (i) hold record title
to the Properties for the benefit of the other parties
hereto, FFC and FCC, (ii) convey title as directed upon the
written request of FCI or FAC, as applicable, as the
beneficial owner at such time, and, if applicable, as
servicer under the 1993-A Pledge Agreement or the Triple-A
Credit Agreement, except as provided by Section 12 hereof;
(iii) contemporaneously with the conveyance of any of the
Properties that qualify for deeding in accordance with the
terms of the Sales Contracts, pursuant to authorization from
the related Secured Party as set forth herein, cause with
respect to such Properties such Secured Party's underlying
Mortgage, if any, to be released of record; (iv) where
requested by FCI or a Purchaser, as the case may be, cause
to be issued a title insurance policy to the Purchaser
(provided all title requirements are properly met and the
appropriate premium has been paid); and (v) execute such
instruments as required to be executed pursuant to Sections
11 and 13 hereof. Nominee may authorize any third party,
including any employee of FAC or FCI, by power of attorney,
to execute any instrument required by this Section 3(b).
(c) Except to the extent expressly permitted herein,
Nominee shall have no discretionary authority whatsoever to
exercise any control over the Properties.
(d) Except as set forth in Section 3(b), Nominee
agrees that it will do nothing which will in any way impair,
encumber or otherwise adversely affect in any manner the
title to the Properties.
(e) Nominee shall have no duties and responsibilities
other than those set forth herein, and it shall act only at
the direction of the parties hereto and solely in accordance
with the terms hereof. FCI, FAC and each Secured Party
hereby expressly do not delegate any discretionary duties or
responsibilities to Nominee as are often times associated
with a trustee acting pursuant to the terms and provisions
of a trust agreement.
4. Responsibility of FAC or FCI Relating to
--------------------------------------------------
Conveyances by Nominee.
----------------------
(a) FCI shall cause any construction or vendor's lien
or blanket encumbrance (other than FNBB's Mortgages) to be
released and shall be responsible for paying release prices
to the proper party as necessary to secure the release of
the Properties to be conveyed as provided herein.
(b) FCI or FAC, as the case may be, shall prepare all
such deeds, releases, assignments and other documents as may
be necessary to carry out the purpose of this Agreement and
to cause revenue or transfer tax stamps to be properly
affixed as necessary to satisfy recording requirements, and
shall cause all recording fees to be paid and all necessary
instruments to be recorded in the appropriate real estate
records. FCI and FAC agree that each will maintain all
records necessary to identify beneficial ownership of the
Properties.
(c) FCI or FAC, as the case may be, shall be
responsible for advising Nominee and the related Secured
Party of all assignments of the Sales Contracts and
underlying beneficial interests and all conveyances of the
Properties, by furnishing copies of all such assignments and
conveyances to Nominee and to such Secured Party. Such
assignments and conveyances shall take the form of a
"Document of Sale and Assignment of Beneficial Interest" or
a "Document of Pledge and Assignment of Beneficial
Interest," which shall identify those Sales Contracts and
the underlying Properties giving rise to such Sales
Contracts to be assigned or conveyed. Nominee shall be
entitled to rely upon such "Documents of Sale and Assignment
of Beneficial Interest" and "Documents of Pledge and
Assignment of Beneficial Interest" in determining beneficial
ownership of and security interests in the Properties.
(d) FFC has provided Nominee with a copy of an
assignment pledging and assigning all beneficial interest in
the 1993-A Trust Intervals, the 1993-A Trust Undivided
Ownership Interests, the 1993-A Trust Lots and the related
Sales Contracts (previously held by FAC and conveyed to FFC)
to the 1993-A Trustee. FAC, as servicer under the 1993-A
Pledge Agreement, or the 1993-A Trustee shall provide
Nominee with copies of any future assignments of beneficial
interest in the 1993-A Trust Intervals, the 1993-A Trust
Undivided Ownership Interests or the 1993-A Trust Lots,
which assignments shall be in the form of a certificate and
shall identify the 1993-A Trust Intervals, the 1993-A Trust
Undivided Ownership Interests and the 1993-A Trust Lots and
related Sales Contracts assigned thereby. Any such
assignment submitted to Nominee by FAC shall be accompanied
by an approval, in writing, of the 1993-A Trustee. Upon
receipt by the Nominee of any such certificates, (i)
Schedule C shall automatically be deemed to be updated to
exclude the 1993-A Trust Intervals, the 1993-A Trust
Undivided Ownership Interests and the 1993-A Trust Lots
covered by such certificates, (ii) Nominee shall be entitled
to rely upon such certificates in determining beneficial
ownership of the 1993-A Trust Intervals, the 1993-A Trust
Undivided Ownership Interests and the 1993-A Trust Lots
covered by such certificates and (iii) the beneficial
ownership of the 1993-A Trust Intervals, the 1993-A Trust
Undivided Ownership Interests and the 1993-A Trust Lots
covered by such certificates shall be presumed to be in FCI
or FAC, as applicable, and subject to the lien of FNBB under
the Mortgages on Schedule B.
(e) FCC has provided to Nominee on the Closing Date
and Effective Restatement Date (as such terms are defined in
the Triple-A Credit Agreement), and FCC will provide to
Nominee on Contract Grant Dates (as defined in the Triple-A
Credit Agreement), if any, occurring after the Effective
Restatement Date, copies of releases and assignments
evidencing (i) FNBB's release of its lien upon and its
interest in the Triple-A Intervals, the Triple-A Undivided
Ownership Interests, the Triple-A Lots and the related Sales
Contracts, (ii) the transfer of all beneficial interest in
the Triple-A Intervals, the Triple-A Undivided Ownership
Interests, the Triple-A Lots and the related Sales Contracts
from FAC to FCC pursuant to the Triple-A Purchase Agreement
and (iii) the pledge and assignment of the Triple-A
Intervals, the Triple-A Undivided Ownership Interests, the
Triple-A Lots and the related Sales Contracts from FCC to
the Triple-A Collateral Agent pursuant to the Triple-A
Credit Agreement. Upon receipt by the Nominee of any such
future releases and assignments, Schedule D shall
automatically be deemed to be updated to include the Triple-
A Intervals, the Triple-A Undivided Ownership Interests and
the Triple-A Lots covered by such releases and assignments,
and Nominee shall be entitled to rely upon such releases and
assignments in determining beneficial ownership of the
Triple-A Intervals, the Triple-A Undivided Ownership
Interests and the Triple-A Lots covered thereby.
FAC, as servicer under the Triple-A Credit Agreement,
or the Triple-A Collateral Agent, shall provide Nominee with
copies of any future assignments from Triple-A Collateral
Agent to FCC, FAC or FCI, as applicable, of beneficial
interest in the Triple-A Intervals, the Triple-A Undivided
Ownership Interests or the Triple-A Lots, which assignments
shall be in the form of a certificate and shall identify the
Triple-A Intervals, the Triple-A Undivided Ownership
Interests and the Triple-A Lots and related Sales Contracts
assigned thereby. To be effective, any such assignment
submitted to Nominee by FAC shall be accompanied by an
approval, in writing, of the Triple-A Collateral Agent.
Upon receipt by the Nominee of any such certificates, (i)
Schedule D shall automatically be deemed to be updated to
exclude the Triple-A Intervals, the Triple-A Undivided
Ownership Interests and the Triple-A Lots covered by such
certificates, (ii) Nominee shall be entitled to rely upon
such certificates in determining beneficial ownership of the
Triple-A Intervals, the Triple-A Undivided Ownership
Interests and the Triple-A Lots covered thereby and (iii)
the beneficial ownership of the Triple-A Intervals, the
Triple-A Undivided Ownership Interests and the Triple-A Lots
covered by such certificates shall be presumed to be in FCI
or FAC, as applicable, and subject to the lien of FNBB under
the Mortgages on Schedule B.
5. Conveyance and Release of Properties.
------------------------------------
(a) At such time as a Purchaser has paid in full the
purchase price or the requisite percentage of the purchase
price for deeding pursuant to a Sales Contract, and/or has
otherwise fully discharged all of such Purchaser's
obligations and responsibilities required to be discharged
as a condition to deeding, including the payment of all POA
and Community Club dues and assessments, FCI or FAC, as
applicable, as the beneficial owner of the security interest
in such property at such time or as servicer for a Secured
Party which is the beneficial owner of the security interest
in such property at such time, shall direct Nominee in
writing to immediately cause to be released the related
Secured Party's underlying Mortgage(s) with respect to such
Properties, unless otherwise directed in writing by the
related Secured Party(s) pursuant to Section 12 hereof, and
forthwith shall deliver and record a properly executed
Warranty Deed or Special Warranty Deed (with documentary
stamps and recording fees to be paid by FCI or FAC as the
case may be) conveying fee simple title to the Lot,
Undivided Ownership Interest or Interval covered by such
Sales Contract to the Purchaser. Within a reasonable time
following the delivery of the Warranty Deed or Special
Warranty Deed to Purchaser, a title insurance policy shall
also be delivered (provided the Purchaser has paid for such
in connection with his purchase of the Properties involved).
(b) Unless directed otherwise by a Secured Party
pursuant to Section 12 hereof (or otherwise), each Secured
Party hereby authorizes and appoints Nominee as its agent to
release such Secured Party's underlying Mortgages against
any Properties upon receipt by Nominee of a written request
for deeding by FCI or FAC, together with a certification by
an authorized officer of FCI or FAC stating that all of the
conditions to the release from the Mortgage or Mortgages
encumbering such Properties have been satisfied. Each
Secured Party further agrees to execute any additional
documents as may be necessary to be filed of record in order
to verify Nominee's authority to release such Secured
Party's Mortgages as provided herein.
(c) All payments made by Purchasers pursuant to the
terms of their Sales Contract shall be made directly to FCI,
FAC, FFC or FCC, as the case may be, for the benefit of the
relevant Secured Party, if any, pursuant to the terms of the
related Loan Agreement. No payments are to be received by
Nominee.
6. Default by Purchaser. Where a Purchaser has
---------------------
recorded his/her Sales Contract and Purchaser defaults and
otherwise refuses to reconvey legal or equitable title to
Nominee, Nominee shall assign the recorded Sales Contract to
FCI or FAC (as applicable, as the beneficial owner of such
recorded Sales Contract, or, if applicable, as servicer
under the 1993-A Pledge Agreement or the Triple-A Credit
Agreement), for foreclosure or other appropriate action.
Subject to the provisions of Section 12 hereof, Nominee may
rely on the written request of FCI or FAC, as applicable, in
regard to the assignment of said recorded Sales Contracts.
7. Community Club and POA Voting Rights. Voting
----------------------------------------
rights in a Community Club or POA which may inure to the
benefit of Nominee as legal titleholder shall be assigned by
Nominee to FCI or, at the option of FCI, FCI may require an
irrevocable proxy be delivered unto it by Nominee so that
FCI may continue to exercise all such voting rights.
8. Warranty as to Title. FCI represents and warrants
--------------------
unto Nominee that it has transferred fee simple title to the
Properties to Nominee, and that its deeds of conveyance to
Nominee convey to said Nominee title subject only to
(i) subdivision and condominium restrictions, covenants,
etc., including timeshare declarations, (ii) road rights of
way and easements, (iii) utility easements, (iv) the rights
of Purchasers who have entered into the Sales Contracts,
(v) those Mortgages set out on Schedule B attached hereto,
(vi) other such miscellaneous restrictions, covenants and
Mortgages as those enumerated above, and (vii) the terms of
this Agreement.
9. Additional Properties. From time to time FCI or
---------------------
FAC may convey to Nominee additional platted lots and
timeshare units or such acreage as FCI contemplates that it
will plat or subdivide, to be held by Nominee as Properties
subject to the terms and conditions of this Agreement, and
all parties recognize that this Agreement shall be binding
upon such additional Properties. Only platted lots and
timeshare units or acreage which FCI contemplates will be
platted or subdivided may be conveyed to Nominee, and such
conveyances shall exclude, except as noted above, raw
acreage and unplatted properties which may be owned from
time to time by FCI or FAC, as the case may be. Nominee
shall have the right to review all proposed conveyances to
assure compliance with the provisions of this section and
the terms of this Agreement; and in addition thereto,
Nominee shall have the right to refuse to accept any
conveyance of such additional platted lots and timeshare
units if they are located in jurisdictions which prohibit
Lawyers Title Insurance Corporation from acting as Nominee
under the terms and provisions of this Agreement.
10. Indemnification. FCI and FAC jointly and
---------------
severally agree to indemnify and hold harmless Nominee from
any and all claims, demands, actions or causes of action in
any way relating to or arising out of the record ownership
of the Properties or out of the good faith discharge by
Nominee of any of the terms and conditions of this
Agreement, including all costs and expenses of any nature
that Nominee may incur. Each Secured Party shall indemnify
and hold harmless Nominee from any and all claims, demands,
actions or causes of action, including all costs and
expenses of any nature that Nominee may incur in connection
therewith, which relate to or arise out of any act or
failure to act of Nominee, which action or inaction was in
good faith pursuant to and in reliance upon written
instructions from such Secured Party to Nominee. With
respect to actions related to particular Properties, the
parties hereto expressly acknowledge that Nominee shall be
entitled to rely upon the written instructions of FCI, FAC
or the Secured Party which has a first position lien on such
Properties as set forth herein and in the Schedules hereto,
and Nominee shall have no liability for any action taken in
good faith in such reliance. FCI or FAC, as the case may
be, shall reimburse Nominee for all costs, fees and expenses
incurred by it relating to its serving as Nominee under the
terms and provisions of this Agreement. It is the intent of
the parties to insure that Nominee shall incur no liability
whatsoever in connection with the good faith performance of
its functions under this Agreement, and in connection
therewith, all parties hereto release and waive any claims
they may have against Nominee which may result from the
performance in good faith by Nominee of its responsibilities
under this Agreement.
11. Mortgages, Platting and Reconveyance of the
--------------------------------------------------
Properties. Subject to the provisions of Section 12 hereof,
----------
upon written request of FCI, Nominee shall, except as to
such Properties as FCI may have previously assigned or
transferred beneficial interest, reconvey all or any portion
of the Properties to FCI, subject to the Mortgages listed in
Exhibit B, for the purpose of granting construction
Mortgages or for any other purpose for which FCI may require
legal title; and further, Nominee agrees to execute such
Mortgages covering such Properties, as requested in writing
by FCI, to any Secured Party or such third parties as FCI
may direct. Nominee further agrees to execute any and all
documents, including plats, covenants and restrictions, as
may be necessary to add and/or revise existing or new
subdivisions with respect to the Properties.
12. Default Under Loan Agreements. In the event of
------------------------------
default of FCI, FAC, FFC or FCC under any of the Loan
Agreements, the related Secured Party shall notify Nominee
in writing of such event at such time as notice of such
default is given to FCI, FAC, FFC or FCC, as the case may
be, which writing shall identify those Properties giving
rise to Sales Contracts relating to the defaulted Loan
Agreement and which may further instruct Nominee that, with
respect to those Properties, that Nominee shall act only
upon the written instructions of the related Secured Party
and any prior lienholder with respect to such Properties and
the related Sales Contracts, whereupon Nominee shall only
take action with respect to the Properties identified in the
notice, notwithstanding instructions of FCI, FAC, FFC or FCC
to the contrary, as directed by the related Secured Party
and any prior lienholder.
The receipt of any notice of default shall relate only
to the specific Loan Agreement identified therein. As to
all other Loan Agreements, Nominee shall continue to act
upon the written request of FCI, FAC, FNBB, the 1993-A
Trustee or the Triple-A Collateral Agent, as the case may
be, as to the Properties relating thereto.
Any notice of default given Nominee pursuant to this
Section 12 shall be mailed by first class mail, postage
prepaid, return receipt requested, to the following address:
Lawyers Title Insurance Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
In no event shall Nominee have any responsibility for
preparation of documents referred to in Section 4(b) of this
Agreement. As to Properties relating to any defaulted Loan
Agreement, said documents shall be prepared by the related
Secured Party or its designee.
13. Provisions Related to Pooling/Pledge/Sale
--------------------------------------------------
Agreements. Notwithstanding anything herein to the contrary
----------
and specifically notwithstanding the provisions of
Section 3(a) hereof, the interest in Properties related to
the 1993-A Trust Lots, the 1993-A Trust Undivided Ownership
Interests and the 1993-A Trust Intervals granted the 1993-A
Trustee by this Agreement and the 1993-A Pledge Agreement
are hereby deemed superior and senior to any and all
interests granted pursuant to the Mortgages listed in
Schedule B hereto. The parties hereto acknowledge that
Nominee holds title to the 1993-A Trust Lots, the 1993-A
Trust Undivided Ownership Interests and the 1993-A Trust
Intervals for the benefit of the purchasers of the 1993-A
Trust Lots, the 1993-A Trust Undivided Ownership Interests
and the 1993-A Trust Intervals and the 1993-A Trustee,
subject only to the terms and conditions of the related
Sales Contracts and the 1993-A Pledge Agreement,
respectively. The Nominee shall not transfer, pledge or
assign the 1993-A Trust Lots, the 1993-A Trust Undivided
Ownership Interests or the 1993-A Trust Intervals except as
expressly provided herein.
Notwithstanding anything herein to the contrary and
specifically notwithstanding the provisions of Section 3(a)
hereof, the interest in Properties related to the Triple-A
Lots, the Triple-A Undivided Ownership Interests and the
Triple-A Intervals granted the Triple-A Collateral Agent by
this Agreement and the Triple-A Credit Agreement are hereby
deemed superior and senior to any and all interests granted
pursuant to the Mortgages listed in Schedule B hereto. The
parties hereto acknowledge that Nominee holds title to the
Triple-A Lots, the Triple-A Undivided Ownership Interests
and the Triple-A Intervals for the benefit of the purchasers
of the Triple-A Lots, the Triple-A Undivided Ownership
Interests and the Triple-A Intervals and the Triple-A
Collateral Agent, subject only to the terms and conditions
of the related Sales Contracts and the Triple-A Credit
Agreement, respectively. The Nominee shall not transfer,
pledge or assign the Triple-A Lots, the Triple-A Undivided
Ownership Interests or the Triple-A Intervals except as
expressly provided herein. The provisions of this
paragraph, however, shall not apply to any Triple-A Lots,
Triple-A Undivided Ownership Interests and Triple-A
Intervals that may be granted the Triple-A Collateral Agent
by this Agreement and the Triple-A Credit Agreement on
Contract Grant Dates (as defined in the Triple-A Credit
Agreement), if any, occurring after the Effective
Restatement Date (as defined in the Triple-A Credit
Agreement), until releases and assignments covering such
Property have been delivered to the Nominee in accordance
with the requirements of Section 4(e) hereof.
14. Miscellaneous.
-------------
(a) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors
and assigns. This Agreement constitutes the entire
understanding and agreement between the parties with respect
to the subject matter hereof and may not be changed or
modified orally but only by instrument in writing signed by
the party against which enforcement of such change or
modification is sought.
(b) This Agreement may be amended from time to time
for the purpose of adding additional parties and revising
the terms herein, provided, however, that except as
specifically provided in paragraph 15 below, no such
amendment shall be effective until all parties hereto have
agreed in writing to such revisions.
(c) This instrument shall be construed in accordance
with and governed by the laws of the State of Arkansas. In
the event any clause or provision of this Agreement is
declared to be invalid, the invalidity of any such clause or
provision shall not affect the remaining clauses and
provisions of this Agreement which shall remain in full
force and effect.
(d) No party may make an assignment of its interest in
this Agreement without obtaining the written consent of the
other parties hereto; provided, however, that to the extent
permitted by the FCI Boston and FAC Boston Loan Agreements,
the 1993-A Pledge Agreement or the Triple-A Credit
Agreement, respectively, FNBB, the 1993-A Trustee and the
Triple-A Collateral Agent may be replaced or succeeded as
parties to this Agreement without the consent of the other
parties hereto. The parties further agree to execute
additional documents as may be necessary to carry out the
purposes of this Agreement and to protect the interests of
all parties hereto.
15. Amendment/Termination.
----------------------
(a) This Agreement may be amended solely for the
purpose of identifying and segregating a separate pool of
Sales Contracts, and the related Lots, Undivided Ownership
Interests and Intervals relating thereto, which are to be
sold or pledged pursuant to a pooling, sale or pledge
agreement, by an instrument in writing signed by FCI, FAC,
Nominee and FNBB. Any amendment undertaken pursuant to this
paragraph 15(a) shall not relate to or affect Lots,
Undivided Ownership Interests or Intervals listed on
Schedules C and D attached hereto, nor shall it in any way
impair or amend the rights of the 1993-A Trustee or the
Triple-A Collateral Agent under this Agreement. An executed
copy of any Amendment undertaken pursuant to this paragraph
15(a) shall be provided to all parties to this Agreement.
(b) This Agreement shall be terminable by any party
hereto by giving sixty (60) days written notice to all other
parties of its desire to so terminate. The election by any
party other than FNBB, FCI or FAC to terminate will not
terminate this Agreement with respect to the remaining
parties, provided the remaining parties shall cause to be
substituted a successor party in place of the terminating
party. Upon termination, title to the Properties shall be
conveyed by Nominee in accordance with the written
instructions of FCI, FAC, the 1993-A Trustee or the Triple-A
Collateral Agent, as the case may be, as the beneficial
owner or assignee of the beneficial ownership of such
Properties at such time; except, however, if Nominee has
been notified by any Secured Party in writing that a default
has occurred under a Loan Agreement, as described more fully
in Section 12 of this Agreement, Nominee shall convey title
to the Properties securing the defaulted Loan Agreement in
accordance with the written instructions of the related
Secured Party and first lienholder with respect thereto. In
any event, this Agreement shall terminate, if not sooner
terminated, on January 1, 2010.
16. Notice. Notice under this Agreement shall be
------
given to the parties at the following addresses, or at such
other address as shall be designated by a party in a written
notice to the other parties:
Lawyers Title Insurance Corporation
-----------------------------------
Counsel:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Lawyers Title Insurance Lawyers Title Insurance
Corporation Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇▇
Fairfield Communities, Inc. and
Fairfield Acceptance Corporation
--------------------------------
Counsel:
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fairfield Communities, Inc. Rose Law Firm, a
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Professional Association
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
The First National Bank of Boston
---------------------------------
Counsel:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
The First National Bank of Boston ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (617) 951-8535
(▇▇▇)▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇)▇▇▇-▇▇▇▇
First Commercial Trust Company, N.A.
------------------------------------
Counsel:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, III
First Commercial Trust Company, ▇▇▇▇ Law Firm
National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
First Commercial Building, (▇▇▇) ▇▇▇-▇▇▇▇
7th Floor Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Capital Markets Assurance Corporation
-------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Counsel:
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Attn: Head of Exposure Sidley & Austin
Management ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ Washington, D.C.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Notice to each of the aforementioned parties shall be
given by Nominee if either FCI or FAC should default in the
performance of any of their respective obligations under
this Agreement.
17. Execution. This Agreement may be executed in one
---------
or more counterparts, all of which shall constitute one and
the same instrument.
[THIS SPACE LEFT BLANK INTENTIONALLY]
DATED as of the date first above written.
FAIRFIELD COMMUNITIES, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ------------------------------
Witness TITLE: Senior Vice President
FAIRFIELD ACCEPTANCE CORPORATION
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- --------------------------------
Witness TITLE: President
LAWYERS TITLE INSURANCE CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
------------------------- -------------------------------
Witness TITLE: Senior Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as agent and lender under the FCI
Boston Loan Agreement
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- -------------------------------
Witness TITLE: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as agent and lender under the FAC
Boston Loan Agreement
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- -------------------------------
Witness TITLE: Vice President
FIRST COMMERCIAL TRUST COMPANY, N.A.,
as 1993-A Trustee
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- -------------------------------
Witness TITLE: Trust Operations Manager
CAPITAL MARKETS ASSURANCE
CORPORATION,
as Triple-A Collateral Agent
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------- -------------------------------
Witness TITLE: Vice President (CapMac)
LIST OF SCHEDULES
-----------------
Schedule A: Properties
Schedule B: Mortgages
Schedule C: 1993-A Trust Lots, Undivided Ownership
Interests and Intervals
Schedule D: Triple-A Lots, Undivided Ownership
Interests and Intervals
SCHEDULE A
PROPERTIES
FAIRFIELD BAY
-------------
The following Warranty Deeds were made by Fairfield
Communities, Inc. (Grantor) to Lawyers Title Insurance
Corporation (Grantee) and recorded in the Office of the
Circuit Clerk of Van Buren and Cleburne Counties, Arkansas:
WARRANTY DEED - dated February 16, 1983 and recorded
-------------
February 22, 1983 in Record Book, Volume 159, Pages 277-350,
Van Buren County and was also recorded on February 22, 1983
in Record Book, Volume 243, Pages ▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated January 4, 1984 and recorded
--------------
January 10, 1984 in Record Book, Volume 167, Page ▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇ DEED - dated September 7, 1984 and recorded
--------------
October 25, 1984 as Document No. 84-4757, Van Buren County,
Arkansas.
WARRANTY DEED - dated July 24, 1985 and recorded
--------------
September 23, 1985 as Document No. 85-4800, Van Buren
County, Arkansas.
WARRANTY DEED - dated March 10, 1986 and recorded April 8,
-------------
1986 as Document No. 86-1579, Van Buren County, Arkansas.
WARRANTY DEED - dated July 29, 1986 and recorded September
-------------
3, 1986 as Document No. 86-4074, Van Buren County, Arkansas.
WARRANTY DEED - dated December 8, 1986 and recorded
--------------
December 22, 1986 as Document No. 86-5746, Van Buren County,
Arkansas.
WARRANTY DEED - dated March 23, 1987 and recorded April
-------------
27, 1987 as Document No. 87-1824, Van Buren County,
Arkansas.
WARRANTY DEED - dated February 23, 1988 and recorded March
-------------
7, 1988 as Document No. 88-1009, Van Buren County, Arkansas,
and also recorded on March 17, 1988 in Book Volume ▇▇▇,
▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇ DEED - dated April 25, 1988 and recorded May 23,
-------------
1988 as Document No. ▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated May 20, 1988 and recorded June 10,
-------------
1988 as Document No. 88-2706, Van Buren County, Arkansas.
WARRANTY DEED - dated December 8, 1988 and recorded
-------------
December 22, 1988 as Document No. 88-5678, Van Buren County,
Arkansas.
WARRANTY DEED - dated March 28, 1989 and recorded April
-------------
21, 1989 as Document No. 89-2097, Van Buren County,
Arkansas.
WARRANTY DEED - dated January 19, 1995 and recorded
--------------
January 23, 1995 as Document No. ▇▇-▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD GLADE
---------------
The following Quitclaim Deeds were made by Fairfield
Communities, Inc. (Grantor) to Lawyers Title Insurance
Corporation (Grantee) and recorded in the Office of the
Register of Deeds of Cumberland County, Tennessee:
QUITCLAIM DEED - dated February 16, 1983 and recorded
---------------
February 24, 1983 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated January 4, 1984 and recorded
---------------
January 10, 1984 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated September 7, 1984 and recorded
---------------
November 27, 1987, Cumberland County, Tennessee.
QUITCLAIM DEED - dated October 9, 1985 and recorded
---------------
December 12, 1985 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated March 10, 1986 and recorded April
--------------
15, 1986 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated July 10, 1986 and recorded August
--------------
4, 1986 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated August 6, 1986 and recorded
---------------
September 5, 1986 in Deed Book 322, Page 26, Cumberland
County, Tennessee.
QUITCLAIM DEED - dated October 29, 1986 and recorded
---------------
November 10, 1986 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated November 14, 1986 and recorded
---------------
December 24, 1986 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated February 18, 1987 and recorded
---------------
April 1, 1987 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated May 18, 1987 and recorded June 26,
--------------
1987 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated August 17, 1987 and recorded
---------------
September 25, 1987 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated October 16, 1987 and recorded
---------------
November 21, 1987 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated May 6, 1988 and recorded June 20,
--------------
1988 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated November 1, 1988 and recorded
---------------
December 1, 1988 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated April 13, 1989 and recorded May 2,
--------------
1989 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated January 19, 1995 and recorded
---------------
January 23, 1995 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
QUITCLAIM DEED - dated September 5, 1995 and recorded
---------------
September 15, 1995 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD HARBOUR
-----------------
The following Warranty Deeds were made by Fairfield
Harbour, Inc. (Grantor) to Lawyers Title Insurance
Corporation (Grantee) and recorded in the Office of the
Register of Deeds of ▇▇▇▇▇▇ County, North Carolina:
WARRANTY DEED - dated February 16, 1983 and recorded
--------------
February 21, 1983 in Deed Book 1019, Page 964 and also in
Condominium Book III, Page ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇ DEED - dated January 4, 1984 and recorded
--------------
January 9, 1984 in Condominium Book IV, Page 123, ▇▇▇▇▇▇
County, North Carolina.
WARRANTY DEED - dated September 7, 1984 and recorded
--------------
November 26, 1984 in Condominium Book IV, Page 1009, and
also recorded December 27, 1984 in Book 1073, Page ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇ DEED - dated April 15, 1985 and recorded May 20,
-------------
1985 in Deed Book 1085, Page 58 and also in Condominium Book
▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇ DEED - dated September 6, 1985 and recorded
--------------
October 10, 1985 in Condominium Book ▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇ DEED - dated January 8, 1987 and recorded
--------------
February 20, 1987 in Deed Book ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated May 18, 1987 and recorded July 6,
-------------
1987 in Deed Book 1160, Page ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇ DEED - dated June 19, 1987 and recorded July 24,
-------------
1987 in Deed Book 14, Page 513, ▇▇▇▇▇▇ County, North
Carolina.
WARRANTY DEED - dated November 1, 1988 and recorded
--------------
November 30, 1988 in Condo Book ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD MOUNTAINS
-------------------
The following Warranty Deeds were made by Fairfield
Mountains, Inc. and/or Fairfield Communities, Inc., as
successor corporation (Grantor), to Lawyers Title Insurance
Corporation (Grantee) and recorded in the Office of the
Register of Deeds of ▇▇▇▇▇▇▇▇▇▇ County, North Carolina:
WARRANTY DEED - dated February 16, 1983 and recorded
--------------
February 21, 1983 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated January 4, 1984 and recorded
--------------
January 9, 1984 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated May 10, 1984 and recorded May 15,
--------------
1984 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated April 15, 1985 and recorded May 17,
-------------
1985 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated September 6, 1985 and recorded
--------------
September 27, 1985 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated February 28, 1986 and recorded
--------------
March 17, 1986 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated May 1, 1986 and recorded June 17,
-------------
1986 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated December 16, 1986 and recorded
--------------
January 27, 1987 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated June 6, 1988 and recorded June 20,
-------------
1988 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated December 21, 1988 and recorded
--------------
January 12, 1989 at Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated March 28, 1989 and recorded
--------------
April 21, 1989 at Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated February 4, 1992 and recorded March
--------------
3, 1992 at Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated January 19, 1995 and recorded
--------------
January 27, 1995 at Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD PLANTATION
--------------------
The following Warranty Deeds were made by Fairfield
Plantation, Inc. (Grantor) to Lawyers Title Insurance
Corporation (Grantee) and recorded in the Office of the
Clerk of Superior Court of ▇▇▇▇▇▇▇ County, Georgia:
WARRANTY DEED - dated February 16, 1983 and recorded
--------------
February 18, 1983 in Book 445, Page 833, ▇▇▇▇▇▇▇ County,
Georgia.
WARRANTY DEED - dated January 4, 1984 and recorded
--------------
January 20, 1984 in Book 463, Page 619, ▇▇▇▇▇▇▇ County,
Georgia.
WARRANTY DEED - dated September 7, 1984 and recorded
--------------
November 5, 1984 in Book 482, Page 125, ▇▇▇▇▇▇▇ County,
Georgia.
WARRANTY DEED - dated April 15, 1985 and recorded May 20,
-------------
1985 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD SAPPHIRE VALLEY
(▇▇▇▇▇▇▇ COUNTY)
----------------
The following Warranty Deeds were made by Fairfield
Sapphire Valley, Inc. and/or Fairfield Communities, Inc., as
successor corporation (Grantor), to Lawyers Title Insurance
Corporation (Nominee) and recorded in the Office of the
Register of Deeds of ▇▇▇▇▇▇▇ County, North Carolina:
WARRANTY DEED - dated February 16, 1983 and recorded
--------------
February 25, 1983 in Book 554, Page 394, ▇▇▇▇▇▇▇ County,
North Carolina.
WARRANTY DEED - dated January 4, 1984 and recorded
--------------
January 9, 1984 in Book 572, Page 578, ▇▇▇▇▇▇▇ County, North
Carolina.
WARRANTY DEED - dated September 14, 1984 and recorded
--------------
October 26, 1984 in Book 587, Page 173, ▇▇▇▇▇▇▇ County,
North Carolina.
WARRANTY DEED - dated April 15, 1985 and recorded May 20,
--------------
1985 in Book 598, Page 576, ▇▇▇▇▇▇▇ County, North Carolina.
WARRANTY DEED - dated October 3, 1985 and recorded
--------------
December 13, 1985 in Book 617, Page 464, ▇▇▇▇▇▇▇ County,
North Carolina.
WARRANTY DEED - dated July 8, 1986 and recorded July 25,
--------------
1986 in Book 639, Page 176, ▇▇▇▇▇▇▇ County, North Carolina.
WARRANTY DEED - dated April 14, 1987 and recorded May 28,
-------------
1987 in Book 659, Page 451, ▇▇▇▇▇▇▇ County, North Carolina.
WARRANTY DEED - dated February 2, 1988 and recorded
--------------
February 9, 1988 in Book 685, Page 665, ▇▇▇▇▇▇▇ County,
North Carolina.
WARRANTY DEED - dated April 25, 1988 and recorded May 23,
-------------
1988 in Book 691, Page 605, ▇▇▇▇▇▇▇ County, North Carolina.
WARRANTY DEED - dated May 6, 1988 and recorded June 1,
--------------
1988 in Book 692, Page 319, ▇▇▇▇▇▇▇ County, North Carolina.
WARRANTY DEED - dated July 20, 1988 and recorded July 27,
-------------
1988 in Book 698, Page 295, ▇▇▇▇▇▇▇ County, North Carolina.
WARRANTY DEED - dated March 28, 1989 and recorded
--------------
April 21, 1989 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD SAPPHIRE VALLEY
(TRANSYLVANIA COUNTY)
---------------------
The following Warranty Deeds were made by Fairfield
Communities, Inc. (Grantor) to Lawyers Title Insurance
Corporation (Nominee) and recorded in the Office of the
Register of Deeds of Transylvania County, North Carolina:
WARRANTY DEED - dated April 14, 1987 and recorded May 28,
-------------
1987 in Book 295, Page 28, Transylvania County, North
Carolina.
WARRANTY DEED - dated July 20, 1988 and recorded July 27,
-------------
1988 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD WILLIAMSBURG
----------------------
The following Warranty Deeds were made by Fairfield
Williamsburg, Inc. (Grantor) to Lawyers Title Insurance
Corporation (Nominee) and recorded in the Office of the
Circuit Court Clerk of York County, Virginia:
WARRANTY DEED - dated June 5, 1985 and recorded June 5,
-------------
1985 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated March 4, 1986 and recorded June 6,
--------------
1986 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated March 4, 1986 and recorded June 6,
-------------
1986 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated March 4, 1986 and recorded June 6,
-------------
1986 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated August 27, 1986 and recorded
--------------
September 12, 1986 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated September 23, 1987 and recorded
--------------
September 23, 1987 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated August 9, 1988 and recorded
--------------
September 9, 1988 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD WILLIAMSBURG
(KINGSGATE)
-----------
The following Warranty Deed was made by Fairfield
Communities, Inc. (Grantor) to Lawyers Title Insurance
Corporation (Nominee) and recorded in the Office of the
Circuit Court Clerk of York County, Virginia:
WARRANTY DEED - dated February 4, 1992 and recorded March
-------------
10, 1992 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated April 15, 1992 and recorded April 27,
--------------
1992 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
WARRANTY DEED - dated August 18, 1994 and recorded October
-------------
21, 1994 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD OCEAN RIDGE
---------------------
The following Titles to Real Estate were made by
Fairfield Ocean Ridge, Inc. (Grantor) to Lawyers Title
Insurance Corporation (Grantee) and recorded in the Office
of the Clerk of Court of Colleton County, South Carolina:
TITLE TO REAL ESTATE - dated July 15, 1983 and recorded
---------------------
August 8, 1983 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated January 11, 1984 and recorded
--------------------
January 16, 1984 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated September 7, 1984 and
-----------------------
recorded November 2, 1984 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated March 10, 1986 and recorded
---------------------
April 14, 1986 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated September 8, 1986 and
----------------------
recorded October 17, 1986 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated May 22, 1987 and recorded
---------------------
July 9, 1987 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated August 17, 1987 and recorded
---------------------
September 25, 1987 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated April 25, 1988 and recorded
---------------------
May 23, 1988 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated July 20, 1988 and recorded
---------------------
August 3, 1988 in Deed Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated November 1, 1988 and recorded
--------------------
November 30, 1988 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated November 28, 1988 and
----------------------
recorded December 22, 1988 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated January 19, 1995 and recorded
--------------------
February 2, 1995 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
TITLE TO REAL ESTATE - dated January 19, 1995 and recorded
--------------------
February 2, 1995 in Book ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
---------------------------
FAIRFIELD BRANSON
-----------------
WARRANTY DEED - dated February 25, 1994, and recorded
--------------
March 15, 1994 in the Office of the Circuit Clerk and
Recorder, Taney County, Missouri.
The Warranty Deed describes the property in Taney
County, Missouri on which there will be initially located
one, three-story building, containing six units, designated
as Building 1, Units 1101, 1102, 1201, 1202, 1301 and 1302,
which building is subject to that certain Declaration of
Condominium for Fairfield at the Falls Condominiums which
will be recorded with the Office of the Circuit Clerk and
Recorder for Taney County, Missouri at such time as the
final as-built plat has been recorded.
SCHEDULE B
FAIRFIELD COMMUNITIES, INC.
FAIRFIELD ACCEPTANCE CORPORATION
MORTGAGES/DEEDS OF TRUST
FAIRFIELD BAY
--------------
BANK OF BOSTON
--------------
FCI:
---
MORTGAGE - dated February 25, 1971 from
--------
Fairfield Communities Land Company, predecessor to
FCI (Mortgagor) to The First National Bank of
Boston (Mortgagee) recorded on February 26, 1971
in Mortgage Record Book 44, on Pages 395-405 in
the Office of the County Recorder of Van Buren
County, Arkansas and on the same date in the
Office of the County Recorder of Cleburne County,
Arkansas in Mortgage Book 33, Pages 589-600, as
amended from time to time.
The above referenced Mortgage has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED MORTGAGE, ASSIGNMENT of
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 25, 1992, effective as of
---------
September 1, 1992, and recorded September 4, 1992
as Document 92-4321 in Van Buren County, and on
September 4, 1992 in Book Volume 125, Pages 591-
637 in Cleburne County, Arkansas, as amended from
time to time.
---------------------------
FAC:
----
MORTGAGE - dated February 21, 1983 from
---------
Fairfield Acceptance Corporation (Grantor) and
Lawyers Title Insurance Corporation (Nominee) to
The First National Bank of Boston (Grantee)
recorded on February 25, 1983 in Book Volume 60,
Pages 407-492 in the Office of the Circuit Clerk
and Ex-Officio Recorder for Cleburne County,
Arkansas, and recorded on February 25, 1983 in
Record Book 90, Page 281 in the Office of the
Circuit Clerk and Ex-Officio Recorder for Van
Buren County, Arkansas, as amended from time to
time.
The above referenced Mortgage has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED MORTGAGE, ASSIGNMENT of
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective as of
---------
September 1, 1992 and recorded on September 28,
1992 in Book Volume 126, Page 463-505 in Cleburne
County, Arkansas and as Document No. 925275 in Van
Buren County, Arkansas, as amended from time to
time.
FAIRFIELD GLADE
---------------
BANK OF BOSTON
--------------
FCI:
---
DEED OF TRUST - dated February 25, 1971 between
--------------
Fairfield Communities Land Company, predecessor to
FCI (Mortgagor) and W. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. (Trustee)
Trustee for the benefit of The First National Bank
of Boston (Beneficiary) recorded on February 26,
1971 in Miscellaneous Book 88, Page 351 in the
Office of the Register of Deeds of Cumberland
County, Tennessee, as amended from time to time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED DEED of TRUST, ASSIGNMENT OF
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 25, 1992, effective as of
---------
September 1, 1992 and recorded on September 2,
1992 in Miscellaneous Book 427, Page 227 in
Cumberland County, Tennessee, as amended from time
to time.
---------------------------
FAC:
----
DEED OF TRUST - dated February 21, 1983 from
-------------
Fairfield Acceptance Corporation (the Grantor) and
Lawyers Title Insurance Corporation (the Nominee)
to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the Trustee) and to The
First National Bank of Boston (the Beneficiary)
and recorded on February 24, 1983 in Miscellaneous
Book 251, Page 127 in the Office of the Register
of Deeds of Cumberland County, Tennessee, as
amended from time to time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED DEED of TRUST, ASSIGNMENT OF
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective as of
---------
September 1, 1992 and recorded September 25, 1992
in Miscellaneous Book 429, Page 45 in Cumberland
County, Tennessee, as amended from time to time.
---------------------------
FAIRFIELD MOUNTAINS
-------------------
BANK OF BOSTON
--------------
FCI:
---
DEED OF TRUST - dated July 14, 1977 between
--------------
Fairfield Mountains, Inc., predecessor to FCI
(Mortgagor) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (Trustee) as
Trustee for the benefit of The First National Bank
of Boston recorded on September 1, 1977 in
Book 245, Page 429 in the Office of the Register
of Deeds of ▇▇▇▇▇▇▇▇▇▇ County, North Carolina, as
amended from time to time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED DEED of TRUST, ASSIGNMENT OF
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 25, 1992, effective as of
---------
September 1, 1992 and recorded September 1, 1992
in Book 415, Page 19 in ▇▇▇▇▇▇▇▇▇▇ County, North
Carolina, as amended from time to time.
---------------------------
FAC:
---
DEED OF TRUST - dated February 21, 1983 from
-------------
Fairfield Acceptance Corporation (Grantor) and
Lawyers Title Insurance Corporation (Nominee) to
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Trustee) and to The First
National Bank of Boston (Beneficiary) and recorded
on February 24, 1983 in Book 297, Page 93 in the
Office of the Register of Deeds of ▇▇▇▇▇▇▇▇▇▇
County, North Carolina, as amended from time to
time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED DEED of TRUST, ASSIGNMENT OF
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective as of
---------
September 1, 1992, and recorded on October 8, 1992
in Book 417, Page 131 in ▇▇▇▇▇▇▇▇▇▇ County, North
Carolina, as amended from time to time.
---------------------------
FAIRFIELD HARBOUR
-----------------
BANK OF BOSTON
--------------
FCI:
----
DEED OF TRUST - dated June 2, 1981 between
---------------
Fairfield Harbour, Inc., predecessor to FCI
(Grantor) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Trustee) and to
The First National Bank of Boston (Beneficiary)
and recorded on June 4, 1981 in Condominium
Book I, Page 699 and re-recorded on September 1,
1981 in Book 986, Page 695, ▇▇▇▇▇▇ County
Registry, ▇▇▇▇▇▇ County, North Carolina, as
amended from time to time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
SECOND DEED of TRUST, ASSIGNMENT OF RENTS, LEASES
--------------------------------------------------
and LEASEHOLD INTERESTS and SECURITY AGREEMENT -
------------------------------------------------
dated August 25, 1992, effective as of September
1, 1992 and recorded September 1, 1992 in
Condominium Book 37, Page 320 and further recorded
in Book 1333, Page 465 in ▇▇▇▇▇▇ County, North
Carolina, as amended from time to time.
---------------------------
FAC:
---
DEED OF TRUST - dated February 21, 1983 from
-------------
Fairfield Acceptance Corporation (Grantor) and
Lawyers Title Insurance Corporation (Nominee) to
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Trustee) and to The First
National Bank of Boston (Beneficiary) and recorded
on February 25, 1983 in Condominium Book III, Page
247 in the Office of the Register of Deeds of
▇▇▇▇▇▇ County, North Carolina, as amended from
time to time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED DEED of TRUST, ASSIGNMENT OF
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective as of
---------
September 1, 1992 and recorded on October 19, 1992
in Condominium Book 38, Page 258 and in Book 1339,
Page 795 in ▇▇▇▇▇▇ County, North Carolina, as
amended from time to time.
---------------------------
FAIRFIELD SAPPHIRE VALLEY
(▇▇▇▇▇▇▇ COUNTY)
---------------
BANK OF BOSTON
--------------
FCI:
---
DEED OF TRUST - dated February 23, 1982 from
-------------
Fairfield Sapphire Valley, Inc., predecessor to
FCI (Grantor) to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Trustee) and
to The First National Bank of Boston (Beneficiary)
and recorded on March 17, 1982 in Book 535, Page
585 in the Office of the Register of Deeds of
▇▇▇▇▇▇▇ County, North Carolina, as amended from
time to time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
SECOND DEED of TRUST, ASSIGNMENT OF RENTS, LEASES
--------------------------------------------------
and LEASEHOLD INTERESTS and SECURITY AGREEMENT -
-----------------------------------------------
dated August 25, 1992, effective as of September
1, 1992 and recorded September 3, 1992 in Book
813, Page 780 in ▇▇▇▇▇▇▇ County, North Carolina,
as amended from time to time.
---------------------------
FAC:
---
DEED OF TRUST - dated February 21, 1983 from
-------------
Fairfield Acceptance Corporation (Grantor) and
Lawyers Title Insurance Corporation (Nominee) to
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Trustee) and to The First
National Bank of Boston (Beneficiary) and recorded
on February 25, 1983 in Book 551, Page 683 in the
Office of the Register of Deeds of ▇▇▇▇▇▇▇ County,
North Carolina, as amended from time to time.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED DEED of TRUST, ASSIGNMENT OF
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective as of
---------
September 1, 1992 and recorded on October 12, 1992
in Book 817, Page 283 in ▇▇▇▇▇▇▇ County, as
amended from time to time.
---------------------------
FAIRFIELD SAPPHIRE VALLEY
(TRANSYLVANIA COUNTY)
-------------------
BANK OF BOSTON
--------------
FCI:
---
DEED OF TRUST - dated October 20, 1988 from
--------------
Fairfield Communities, Inc. (Grantor) and Lawyers
Title Insurance Corporation (Nominee) to ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ (Trustee) and to The First National Bank
of Boston (Beneficiary) and recorded on
November 4, 1988 in Book 168, Page 847 in
Transylvania County, North Carolina.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
SECOND DEED of TRUST, ASSIGNMENT OF RENTS, LEASES
--------------------------------------------------
and LEASEHOLD INTERESTS and SECURITY AGREEMENT -
------------------------------------------------
dated August 25, 1992, effective as of September
1, 1992 and recorded on September 3, 1992 in Book
199, Page 138, #004760 in Transylvania County,
North Carolina, as amended from time to time.
---------------------------
FAC:
----
DEED OF TRUST - dated September 30, 1988 from
--------------
Fairfield Acceptance Corporation (Grantor) and
Lawyers Title Insurance Corporation (Nominee) to
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (Trustee) and to The First
National Bank of Boston, as Agent (Beneficiary)
and recorded on November 4, 1988 in Book 168, Page
864 in Transylvania County, North Carolina.
The above referenced Deed of Trust has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED DEED of TRUST, ASSIGNMENT OF
--------------------------------------------------
RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective as of
---------
September 1, 1992 and recorded on October 13, 1992
in Book 200, Page 490 in Transylvania County,
North Carolina, as amended from time to time.
---------------------------
FAIRFIELD PLANTATION
--------------------
BANK OF BOSTON
--------------
FCI:
---
DEED TO SECURE DEBT - dated May 26, 1980 from
--------------------
Fairfield Plantation, Inc., predecessor to FCI
(Grantor) and Lawyers Title Insurance Corporation
(Nominee) to The First National Bank of Boston
(Beneficiary) and recorded on June 23, 1981 in
Book 422, Page 692 in the Office of the Clerk of
Superior court and ▇▇▇▇▇▇▇ County, Georgia, as
amended from time to time.
The above referenced Deed to Secure Debt has
been amended and restated pursuant to the
following amendment:
AMENDED and RESTATED DEED to SECURE DEBT,
-------------------------------------------------
ASSIGNMENT OF RENTS, LEASES and LEASEHOLD
--------------------------------------------------
INTERESTS and SECURITY AGREEMENT - dated August
----------------------------------
25, 1992, effective as of September 1, 1992 and
recorded September 1, 1992 in Book 751, Page 263
in ▇▇▇▇▇▇▇ County, Georgia and further recorded on
September 11, 1992 in Book 777, Page 633 in
▇▇▇▇▇▇▇ County, Georgia, as amended from time to
time.
---------------------------
FAC:
---
DEED TO SECURE DEBT - dated February 21, 1983
--------------------
between Fairfield Acceptance Corporation (Grantor)
and Lawyers Title Insurance Corporation (Nominee)
and The First National Bank of Boston
(Beneficiary) and recorded on February 25, 1983 in
Book 446, Page 202 in the Office of the Clerk of
Superior Court of ▇▇▇▇▇▇▇ County, Georgia, as
amended from time to time.
The Deed to Secure Debt has been amended and
restated pursuant to the following amendment:
AMENDED and RESTATED DEED to SECURE DEBT,
-------------------------------------------------
ASSIGNMENT OF RENTS, LEASES and LEASEHOLD
--------------------------------------------------
INTERESTS and SECURITY AGREEMENT - dated effective
--------------------------------
September 1, 1992, and recorded September 22, 1992
in Deed Book 753, Page 800 with the Clerk of the
Superior Court, ▇▇▇▇▇▇▇ County, Georgia and
further recorded on October 9, 1992 in Book 780,
Page 745 with the Clerk of the Superior Court of
▇▇▇▇▇▇▇ County, Georgia.
---------------------------
FAIRFIELD WILLIAMSBURG
----------------------
BANK OF BOSTON
--------------
FCI:
---
CREDIT LINE DEED OF TRUST - dated June 5, 1985
--------------------------
between Fairfield Williamsburg, Inc., predecessor
to FCI (Grantor) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
(Trustee) and The First National Bank of Boston
(Beneficiary) and recorded on June 5, 1985 in Deed
Book 417, Page 610 in the Office of the Circuit
Court Clerk of York County, Virginia, as amended
from time to time.
The above referenced Credit Line Deed of
Trust has been amended and restated pursuant to
the following amendment:
AMENDED and RESTATED CREDIT LINE DEED of TRUST,
-------------------------------------------------
ASSIGNMENT OF RENTS, LEASES and LEASEHOLD
---------------------------------------------------
INTERESTS and SECURITY AGREEMENT - dated August
----------------------------------
25, 1992, effective as of September 1, 1992 and
recorded on September 4, 1992 in Deed Book 680,
Page 524 in York County, Virginia, as amended from
time to time.
---------------------------
FAC:
----
CREDIT LINE DEED OF TRUST - dated June 3, 1985
--------------------------
from Fairfield Acceptance Corporation (Grantor)
and Lawyers Title Insurance Corporation (Nominee),
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (Trustee) and The First
National Bank of Boston (Beneficiary) and recorded
on June 5, 1985 in Deed Book 417, Page 633 in the
Office of the Circuit Court Clerk of York County,
Virginia.
CORRECTION CREDIT LINE DEED OF TRUST - dated
---------------------------------------
January 13, 1986 and recorded on June 6, 1986 in
Deed Book 443, Page 428 in York County.
The above referenced Credit Line Deed of
Trust has been amended and restated pursuant to
the following amendment:
AMENDED and RESTATED CREDIT LINE DEED of TRUST,
--------------------------------------------------
ASSIGNMENT OF RENTS, LEASES and LEASEHOLD
--------------------------------------------------
INTERESTS and SECURITY AGREEMENT - dated August
-----------------------------------
28, 1992, effective as of September 1, 1992 and
recorded September 24, 1992 in Deed Book 0684,
Page 0128 in York County, Virginia, as amended
from time to time.
---------------------------
FAIRFIELD WILLIAMSBURG
(KINGSGATE)
----------
BANK OF BOSTON
--------------
FCI:
---
CREDIT LINE DEED OF TRUST - dated May 15, 1990
---------------------------
between Fairfield Communities, Inc. (Grantor) and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (Trustee) and The First
National Bank of Boston (Beneficiary) and recorded
on May 15, 1990 in Deed Book 582, Page 358 in the
Office of the Circuit Court Clerk of York County,
Virginia.
CREDIT LINE DEED of TRUST, ASSIGNMENT OF RENTS,
--------------------------------------------------
LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective as of
---------
September 1, 1992 and recorded September 4, 1992
in Deed Book 680, Page 470, #9210463 in York
County, Virginia, as amended from time to time.
---------------------------
FAC:
---
CREDIT LINE DEED of TRUST, ASSIGNMENT OF RENTS,
--------------------------------------------------
LEASES and LEASEHOLD INTERESTS and SECURITY
--------------------------------------------------
AGREEMENT - dated August 28, 1992, effective
---------
September 1, 1992 and recorded on September 24,
1992, in Deed Book 0684, Page 0171 in York County,
Virginia, as amended from time to time.
---------------------------
FAIRFIELD OCEAN RIDGE
---------------------
BANK OF BOSTON
--------------
FCI:
----
MORTGAGE - dated July 14, 1983 from Fairfield
--------
Ocean Ridge, Inc., predecessor to FCI (Mortgagor)
to The First National Bank of Boston (Mortgagee)
recorded on August 8, 1983 in Book 235 at Page 160
in the Office of the Clerk of Court of Colleton
County, South Carolina, as amended from time to
time.
The above referenced Mortgage has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED MORTGAGE - dated August 25,
------------------------------
1992, effective as of September 1, 1992 and
recorded on September 3, 1992 in M.R.E. Book 504,
Page 283 in Colleton County, as amended from time
to time.
---------------------------
FAC:
----
MORTGAGE - dated July 15, 1983 from Fairfield
--------
Acceptance Corporation, Inc. (Mortgagor) to The
First National Bank of Boston (Mortgagee) recorded
on August 8, 1983 in Book 235 at Page 184 in the
Office of the Clerk of Court of Colleton County,
South Carolina, as amended from time to time.
The above referenced Mortgage has been
amended and restated pursuant to the following
amendment:
AMENDED and RESTATED MORTGAGE - dated August 28,
------------------------------
1992 and recorded on September 25, 1992, in M.R.E.
Book 507, Page 105 in Colleton County, as amended
from time to time.
---------------------------
FAIRFIELD BRANSON
-----------------
BANK OF BOSTON
--------------
FCI:
---
DEED OF TRUST - dated April 9, 1993, from
--------------
Fairfield Communities, Inc. (Mortgagor) to ▇▇▇▇
▇▇▇▇▇▇▇▇ (Trustee) for the benefit of The First
National Bank of Boston (Mortgagee) and recorded
on April 15, 1993, in Book 319, Pages 5038-5081 in
the Office of the Recorder for taney County,
Missouri.
FAC:
---
None
SCHEDULE C
----------
1993-A TRUST LOTS, UNDIVIDED OWNERSHIP
INTERESTS AND INTERVALS
(Previously Provided)
[Information Omitted]
SCHEDULE D
----------
1995 LOTS, UNDIVIDED OWNERSHIP
INTERESTS AND INTERVALS
GRANTED ON CLOSING DATE
(April 10, 1995 - Previously Provided)
[Information Omitted]
ADDENDUM TO
-----------
SCHEDULE D
----------
1995 LOTS, UNDIVIDED OWNERSHIP
INTERESTS AND INTERVALS
GRANTED ON EFFECTIVE RESTATEMENT DATE
(SEPTEMBER 17, 1996)
[Information Omitted]