NINTH
AMENDED AND RESTATED
TITLE CLEARING AGREEMENT
(LAWYERS)
This Agreement is made and entered into as of July 25, 2000, by and among
FAIRFIELD COMMUNITIES, INC., a Delaware corporation ("FCI"); FAIRFIELD
ACCEPTANCE CORPORATION-NEVADA, a Delaware corporation, successor by merger to
Fairfield Acceptance Corporation and wholly-owned subsidiary of FCI ("FAC");
FAIRFIELD CAPITAL CORPORATION, a Delaware corporation ("FCC"); FAIRFIELD FUNDING
CORPORATION, II, a Delaware corporation ("FFC-II"); FAIRFIELD RECEIVABLES
CORPORATION, a Delaware corporation ("FRC"); LAWYERS TITLE INSURANCE
CORPORATION, a Virginia corporation ("NOMINEE"); FLEET NATIONAL BANK (f/k/a
BankBoston, N.A. and The First National Bank of Boston), a national banking
association ("FLEET"), as administrative agent for the lenders under the
Consolidated Loan Agreement (as hereinafter defined); CAPITAL MARKETS ASSURANCE
CORPORATION, a New York stock insurance company, as collateral agent ("TRIPLE-A
COLLATERAL AGENT"), pursuant to the Triple-A Credit Agreement (as hereinafter
defined); and FLEET, as collateral agent, ("FLEET COLLATERAL AGENT") pursuant to
the Collateral Agency Agreement (as hereinafter defined). This Agreement is made
in lieu of and supersedes that certain Eighth Amended and Restated Title
Clearing Agreement dated as of July 31, 1998, 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 Washington DC, Alexandria, Fairfax County, Virginia;
Fairfield Williamsburg and Fairfield Williamsburg at Kingsgate, York County,
Virginia, Fairfield Smoky Mountains, ▇▇▇▇▇▇ County, Tennessee 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, Fleet and the other Consolidated Lenders are the primary lenders
to FCI and FAC responsible for financing the development of FCI projects and
FAC's purchase of Sales Contracts, and in connection therewith (i) FCI has
pledged and granted a security interest in all Sales Contracts originated by FCI
and (ii) FAC has pledged and granted a security interest in all Sales Contracts
purchased by FAC to the Fleet Collateral Agent, primarily for the benefit of the
Consolidated Lenders and the Loan Agent, to secure the repayment of the
borrowings of FCI and FAC under the Consolidated Loan Agreement; 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 the Operating
Agreement; and
WHEREAS, FAC has sold certain Sales Contracts to Fairfield Capital
Corporation, a Delaware corporation ("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 ("TRIPLE-A") and Fleet National Bank (f/k/a
BankBoston, N.A. and The First National Bank of Boston), as L/C Bank ("TRIPLE-A
L/C BANK"), pursuant to the Triple-A Credit Agreement; and
WHEREAS, FAC has sold and anticipates from time to time selling additional
Sales Contracts to Fairfield Receivables Corporation, a Delaware corporation
("FRC"), pursuant to an Amended and Restated Receivables Purchase Agreement
dated as of July 25, 2000 (the "EAGLEFUNDING PURCHASE AGREEMENT") and FRC has
financed, and anticipates from time to time in the future financing, its
purchase of Sales Contracts through borrowings from EagleFunding Capital
Corporation ("EAGLEFUNDING"), Falcon Asset Securitization Corporation ("FALCON")
and other lenders under the EagleFunding Credit Agreement, and in connection
therewith FRC has and will from time to time pledge and grant a security
interest in all Sales Contracts so purchased by FRC to the Fleet Collateral
Agent for the benefit of the EagleFunding Lenders to secure the repayment of the
borrowings of FRC under the EagleFunding Credit Agreement;
WHEREAS, FAC has sold and anticipates from time to time selling additional
Sales Contracts to Fairfield Funding Corporation, II a Delaware corporation
("FFC-II"), pursuant to a Receivables Purchase Agreement dated as of July 31,
1998 (the "FFC-II PURCHASE AGREEMENT") and FFC-II has financed its purchase of
Sales Contracts through proceeds from the sale of certain Vacation Ownership
Interest Pay-Through Notes (the "FFC-II NOTES") issued pursuant to the 1998-A
Pledge Agreement (as hereinafter defined), and in connection therewith FFC-II
has and will from time to time pledge and grant a security interest in all Sales
Contracts so purchased by FFC-II to the Fleet Collateral Agent for the benefit
of the 1998-A Trustee to secure the repayment of the FFC-II Notes pursuant to
the 1998-A Pledge Agreement; and
WHEREAS, Fleet in all capacities under its various lending arrangements
with FCI and FAC, has previously released its lien upon and its interest in the
Sales Contracts, and the underlying Lots, Undivided Ownership Interests and
Intervals, pledged to the Triple-A Collateral Agent; and
WHEREAS, Fleet, the Loan Agent, the Consolidated Lenders, the EagleFunding
Lenders and 1998-A Trustee have agreed to allow all Sales Contracts, and the
underlying Lots, Undivided Ownership Interests and Intervals, at any time owned
by FCI, FAC, FRC or FFC-II to be pledged to the Fleet Collateral Agent pursuant
to the terms and conditions of the Collateral Agency Agreement; and
WHEREAS, the parties hereto desire to establish 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 the following words and
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terms shall have the following meanings unless the context clearly indicates
otherwise:
1998-A Pledge Agreement means that certain Pledge and Servicing Agreement
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dated as of July 31, 1998 by and among FAC, as Servicer, FFC-II, as Issuer,
1998-A Trustee, as Trustee, and Fleet Collateral Agent, as Collateral Agent,
relating to the issuance by FFC-II of certain Interval Ownership Contract
Pay-Through Notes, Series 1998-A.
1998-A Trustee means First Security Bank, National Association as Trustee
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under the 1998-A Pledge Agreement.
1998-A Trust Collateral means collectively the 1998-A Trust Intervals and
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the 1998-A Trust Undivided Ownership Interests.
1998-A Trust Intervals means those Intervals that give rise to certain
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Sales Contracts pledged, assigned and Transferred by FFC-II to the Fleet
Collateral Agent pursuant to the 1998-A Pledge Agreement. The 1998-A Trust
Intervals are listed on Schedule E attached to this Agreement and made a part
hereof, as amended from time to time.
1998-A Trust Undivided Ownership Interests means those Undivided Ownership
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Interests that give rise to certain Sales Contracts pledged, assigned and
transferred by FFC-II to the Fleet Collateral Agent pursuant to the 1998-A
Pledge Agreement. The 1998-A Trust Undivided Ownership Interests are listed on
Schedule E attached to this Agreement and made a part hereof, as amended from
time to time.
Collateral Agency Agreement means that certain Collateral Agency Agreement
---------------------------
dated as of January 15, 1998, as amended by that First Amendment to Collateral
Agency Agreement dated as of July 31, 1998 and that Second Amendment to
Collateral Agency Agreement dated as of July 25, 2000, by and among the
Consolidated Lenders, Loan Agent, EagleFunding, Falcon, FRS, Fleet Collateral
Agent, 1998-A Trustee, FCI, FAC, FRC, FFC-II and certain other subsidiaries of
FCI, and others, as further amended and in effect from time to time.
Community Club means the Community Clubs of Fairfield Bay, Arkansas and
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Fairfield Glade, Tennessee.
Consolidated Lenders means, collectively, Fleet and the other lending
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institutions that are or may become parties to the Consolidated Loan Agreement.
Consolidated Loan Agreement means that certain Consolidated, Amended and
----------------------------
Restated Revolving Credit Agreement dated as of July 25, 2000 by and among FCI
and FAC, as
Borrowers, the Consolidated Lenders, the Loan Agent and others, as amended and
in effect from time to time.
EagleFunding means EagleFunding Capital Corporation, a Delaware
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corporation.
EagleFunding Collateral means collectively the EagleFunding Intervals, the
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EagleFunding Lots and the EagleFunding Undivided Ownership Interests.
EagleFunding Credit Agreement means that certain Amended and Restated
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Credit Agreement dated as of July 25, 2000 by and among FAC, as servicer, FCI,
FRC, as Borrower, the Fleet Collateral Agent, EagleFunding, Falcon and others,
relating to loans to be made by the EagleFunding Lenders and Falcon to FRC.
EagleFunding Intervals means those Intervals which give rise to certain
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Sales Contracts pledged, assigned and transferred by FRC to the Fleet Collateral
Agent pursuant to the EagleFunding Credit Agreement. The EagleFunding Intervals
are listed on Schedule D attached to this Agreement and made a part hereof, as
amended from time to time.
EagleFunding Lenders means the "Lenders" as such term is defined in the
---------------------
EagleFunding Credit Agreement.
EagleFunding Lots means those Lots which give rise to certain Sales
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Contracts pledged, assigned and transferred by FRC to the Fleet Collateral Agent
pursuant to the EagleFunding Credit Agreement. The EagleFunding Lots are listed
on Schedule D attached to this Agreement and made a part hereof, as amended from
time to time.
EagleFunding Undivided Ownership Interests means those Undivided Ownership
-------------------------------------------
Interests which give rise to certain Sales Contracts pledged, assigned and
transferred by FRC to the Fleet Collateral Agent pursuant to the EagleFunding
Credit Agreement. The EagleFunding Undivided Ownership Interests are listed on
Schedule D attached to this Agreement and made a part hereof, as amended from
time to time.
FAC means, as appropriate, Fairfield Acceptance Corporation-Nevada, a
---
Delaware corporation, successor by merger to Fairfield Acceptance Corporation,
or its successors or assigns, individually or in its capacity as servicer under
the Triple-A Credit Agreement, the EagleFunding Credit Agreement, or the 1998-A
Pledge Agreement.
Falcon means Falcon Asset Securitization Corporation.
------
FCC means Fairfield Capital Corporation, a Delaware corporation.
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FCI means Fairfield Communities, Inc., a Delaware corporation.
---
FFC-II means Fairfield Funding Corporation, II, a Delaware corporation.
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Fleet means Fleet National Bank (f/k/a BankBoston, N.A. and The First
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National Bank of Boston), a national banking association.
Fleet Collateral Agent means Fleet, as collateral agent under the
-------------------------
Collateral Agency Agreement for the benefit of (i) the Consolidated Lenders and
the Loan Agent, (ii) the EagleFunding Lenders and (iii) the 1998-A Trustee.
FRC means Fairfield Receivables Corporation, a Delaware corporation.
---
FRS means FleetBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc.
---
Intervals means those timeshare intervals created or to be created in the
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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 added to Schedule A and conveyed to
Nominee in the continuance of this Agreement. Intervals are created in the
aforementioned properties pursuant to the filing of regime documents creating an
underlying ownership interest that may be 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.
Loan Agent means Fleet in its capacity as administrative agent for the
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Consolidated Lenders under the Consolidated Loan Agreement.
Loan Agreement means, as appropriate, (i) the Consolidated Loan Agreement,
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(ii) the Triple-A Credit Agreement, (iii) the EagleFunding Credit Agreement, or
(iv) the 1998-A Pledge 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 added to Schedule A and conveyed to
Nominee in the continuance of this Agreement.
Mortgage means a deed of trust, deed to secure debt, vendor's lien,
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mortgage or any other instrument typically considered to be a mortgage.
Operating Agreement means the Sixth Amended and Restated Operating
---------------------
Agreement dated as of July 25, 2000, among FCI, FAC and others, as amended and
in effect from time to time.
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 creation of whole ownership condominium projects and the platting or
subdividing of vacant lots at the various Projects.
Project means any of the various recreational/retirement communities
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developed by FCI.
Properties means those Lots, Undivided Ownership Interests and Intervals
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conveyed to Nominee located on the property described on Schedule A attached
hereto, as amended from time to time.
Purchasers means those individuals, partnerships, corporations or other
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entities who have entered into a Sales Contract with FCI for the purchase of a
Lot, Undivided Ownership Interest or Interval at a Project.
Remarketing Agreement means (i) that certain Amended and Restated
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Remarketing Agreement dated as of July 31, 1996 by and among FCI, FCC and
Triple-A Collateral Agent (ii) that certain Amended and Restated Remarketing
Agreement dated as of July 25, 2000 by and among FCI, FRC and the Fleet
Collateral Agent or (iii) that certain Remarketing Agreement dated as of July
31, 1998 among FCI, FFC-II and the Fleet Collateral Agent.
Sales Contracts means those contract agreements and installment notes,
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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 the Triple-A Collateral Agent, the Fleet Collateral
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Agent, or the 1998-A Trustee, as applicable.
Triple-A means Triple-A One Funding Corporation, a Delaware corporation.
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Triple-A Collateral means collectively the Triple-A Intervals, the Triple-A
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Lots and the Triple-A Undivided Ownership Interests.
Triple-A Collateral Agent means Capital Markets Assurance Corporation, a
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New York Stock insurance company, as collateral agent for the benefit of itself,
Triple-A and Triple-A L/C Bank, pursuant to the Triple-A Credit Agreement.
Triple-A Credit Agreement means that certain Amended and Restated Credit
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Agreement dated as of July 31, 1996, by and among FAC, as servicer, FCI, FCC, as
borrower, Triple-A Collateral Agent, Triple-A and Triple-A 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
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Contracts pledged, assigned and transferred by FCC to the Triple-A Collateral
Agent pursuant to the Triple-A Credit Agreement. The Triple-A Intervals are
listed on Schedule C attached to this Agreement and made a part hereof, as
amended from time to time.
Triple-A L/C Bank means Fleet, as L/C Bank under the Triple-A Credit
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Agreement.
Triple-A Lots means those Lots which give rise to certain Sales Contracts
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pledged, assigned and transferred by FCC to the Triple-A Collateral Agent
pursuant to the Triple-A Credit Agreement. The Triple-A Lots are listed on
Schedule C 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 by FCC to the Triple-A Collateral Agent pursuant to the Triple-A
Credit Agreement. The Triple-A 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 added
to Schedule A and conveyed to Nominee in continuance of this Agreement. An
Undivided Ownership Interest is that form of real property ownership in a
lodging 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 or may in the future transfer fee simple title to
the Properties identified on Schedule A to Nominee. Nominee agrees to acquire
and hold legal title to the Properties in accordance with the terms, provisions
and conditions of this Agreement and for the benefit of FCI, FAC, FCC, FRC,
FFC-II and the related Secured Party, as their interests may appear. Except for
those Properties for which the beneficial interest has been transferred to FCC,
FRC, or FFC-II, respectively, FCI shall hold the beneficial interest in all the
Properties conveyed to Nominee hereunder, including without limitation those
Properties underlying Sales Contracts. 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. The projects described on Schedule A but not conveyed to Nominee are
under development by FCI and may be conveyed to Nominee upon their completion
and platting or, with respect to condominium units, being subjected to a
horizontal property regime.
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 conveyed to it pursuant
to this Agreement, its
ownership is subject in all respects to the provisions of this Agreement, and
the terms and conditions of the Loan Agreements. Nominee further acknowledges
that it holds fee simple title to the Properties conveyed to it pursuant to this
Agreement for the benefit of other parties as set forth herein and shall have no
equitable rights in those 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 conveyed to it
pursuant to this Agreement for the benefit of FCI, FAC, FCC, FRC, FFC-II and the
Secured Parties, (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 Triple-A Credit Agreement, the EagleFunding Credit
Agreement or the 1998-A Pledge Agreement, except as provided by Section 12
hereof; (iii) 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
(iv) 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), provided however, that any such power of attorney shall be revoked
by Nominee if so directed by a Secured Party in accordance with Section 12
hereof.
(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 it will do nothing
that 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.
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(a) FCI shall cause any construction or vendor's lien or blanket
encumbrance to be released (other than any Mortgage hereinafter granted by FCI
or FAC to the Fleet Collateral Agent or to Fleet acting as agent for the lenders
of the "Senior Indebtedness" as that term is defined in the Consolidated Loan
Agreement) 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, which
such assignments may only be made in accordance with the terms of this
Agreement, 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 (i) "Document of Sale and Assignment of Beneficial Interest" and
(ii) in the case of Properties beneficially owned by FCC, FRC or FFC-II,
"Document of Pledge and Assignment of Beneficial Interest" evidencing the grant
of security interests to the applicable Secured Parties, which documents 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. To the extent
that Sales Contracts and the beneficial interest in the underlying Properties
(i) have not otherwise been transferred to FCC, FRC or FFC-II by executed
documents of assignment, or (ii) (A) have otherwise been re-acquired by FCI or
FAC from FCC, FRC or FFC-II, as the case may be in accordance with the terms of
the Triple-A Credit Agreement, EagleFunding Credit Agreement or 1998-A Pledge
Agreement, and (B) have not otherwise become subject to a claim pursuant to the
terms of a Remarketing Agreement that would obligate FCI to transfer, or remit a
portion of the proceeds with respect to, a Sales Contract in favor of FCC, FRC
or FFC-II, as applicable, the Fleet Collateral Agent shall, in accordance with
the terms of the Collateral Agency Agreement, be deemed to have a security
interest in such Properties for the benefit of the Consolidated Lenders under
the Consolidated Loan Agreement.
(d) [Reserved.]
(e) FCC has provided to Nominee on the Closing Date, the Effective
Restatement Date (as such terms are defined in the Triple-A Credit Agreement),
and the Contract Grant Date (as defined in the Triple-A Credit Agreement) that
occurred prior to the date hereof, and FCC will provide to Nominee on Contract
Grant Dates (as defined in the Triple-A Credit Agreement), if any, occurring
after the date hereof, copies of releases and assignments evidencing (i) Fleet's
or the Fleet Collateral Agent's, as the case may be, release of any lien upon
and its interest in the Triple-A Collateral and the related Sales Contracts,
(ii) the transfer of all beneficial interest in the Triple-A Collateral 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 Collateral 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 C shall automatically be deemed to be updated
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to include the Triple-A Collateral 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 Collateral 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
interests in the Triple-A Collateral, which assignments shall be in the form of
a certificate and shall identify the Triple-A Collateral 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 C shall automatically be deemed to be updated to exclude the Triple-A
Collateral covered by such certificates, (ii) Nominee shall be entitled to rely
upon such certificates in determining beneficial ownership of the Triple-A
Collateral covered thereby and (iii) the beneficial ownership of the Triple-A
Collateral covered by such certificates shall be presumed to be in FCI or FAC,
as applicable.
(f) FRC has provided to Nominee on the Effective Date (as such term is
defined in the EagleFunding Credit Agreement), and FRC will provide to Nominee
on Contract Grant Dates (as defined in the EagleFunding Credit Agreement), if
any, occurring after the Effective Date, copies of assignments evidencing (i)
the transfer of all beneficial interest in the EagleFunding Collateral and the
related Sales Contracts from FAC to FRC pursuant to the EagleFunding Purchase
Agreement and (ii) the pledge and assignment of the EagleFunding Collateral and
the related Sales Contracts from FRC to the Fleet Collateral Agent pursuant to
the EagleFunding Credit Agreement. Upon receipt by the Nominee of any such
future assignments, Schedule D shall automatically be deemed to be updated to
include the EagleFunding Collateral covered by such assignments, and Nominee
shall be entitled to rely upon such assignments in determining beneficial
ownership of the EagleFunding Collateral covered thereby.
FAC, as servicer under the EagleFunding Credit Agreement, or the Fleet
Collateral Agent, shall provide Nominee with copies of any future assignments
from the Fleet Collateral Agent to FRC, FAC or FCI, as applicable, of beneficial
interests in the EagleFunding Collateral, which assignments shall be in the form
of a certificate and shall identify the EagleFunding Collateral and related
Sales Contracts assigned thereby. Upon receipt by the Nominee of any such
certificates, (i) Schedule D shall automatically be deemed to be updated to
exclude the EagleFunding Collateral covered by such certificates, (ii) Nominee
shall be entitled to rely upon such certificates in determining beneficial
ownership of the EagleFunding Collateral covered thereby and (iii) the
beneficial ownership of the EagleFunding Collateral covered by such certificates
shall be presumed to be in FCI or FAC, as applicable.
(g) FFC-II has provided to Nominee on the Closing Date (as such term is
defined in the 1998-A Pledge Agreement), and FFC-II will provide to Nominee on
Collateral Substitution Dates (as defined in the 1998-A Pledge Agreement), if
any, occurring after the Closing Date, copies of assignments evidencing (i) the
transfer of all beneficial interest in the 1998-A Collateral and the related
Sales Contracts from FAC to FFC-II pursuant to the FFC-II Purchase Agreement and
(ii) the pledge and assignment of the 1998-A Collateral and the related Sales
Contracts from FFC-II to the Fleet Collateral Agent pursuant to the 1998-A
Pledge Agreement. Upon receipt by the Nominee of any such future assignments,
Schedule E shall automatically be deemed to be updated to include the 1998-A
Collateral covered by such assignments, and Nominee shall be entitled to rely
upon such assignments in determining beneficial ownership of the 1998-A
Collateral covered thereby.
FAC, as servicer under the 1998-A Pledge Agreement, or the Fleet Collateral
Agent, shall provide Nominee with copies of any future assignments from the
Fleet Collateral Agent to FFC-II, FAC or FCI, as applicable, of beneficial
interests in the 1998-A Collateral, which assignments shall be in the form of a
certificate and shall identify the 1998-A Collateral and related Sales Contracts
assigned thereby. Any such assignment submitted to Nominee by FAC
shall be accompanied by an approval, in writing, of the 1998-A Trustee. Upon
receipt by the Nominee of any such certificates, (i) Schedule E shall
automatically be deemed to be updated to exclude the 1998-A Collateral covered
by such certificates, (ii) Nominee shall be entitled to rely upon such
certificates in determining beneficial ownership of the 1998-A Collateral
covered thereby and (iii) the beneficial ownership of the 1998-A Collateral
covered by such certificates shall be presumed to be in FCI or FAC, as
applicable.
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 a Property 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 a Property held by Nominee hereunder, 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 such Property to be deeded to the Purchaser and such Nominee
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 to the Purchaser fee simple title to the Lot, Undivided
Ownership Interest or Interval comprising such Property and covered by such
Sales Contract. 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 Property involved).
(b) All payments made by Purchasers pursuant to the terms of their Sales
Contract shall be made directly to FCI, FAC, FCC, FRC or FFC-II, 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 Triple-A Credit Agreement,
the EagleFunding Credit Agreement or the 1998-A Pledge 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, as and
when necessary, 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. FCI further
represents and warrants
unto Nominee that the deeds of conveyance heretofore or that may hereafter be
delivered to Nominee conveyed, or shall convey, to 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) other such miscellaneous restrictions and covenants, (vi) as to
the Properties conveyed to Nominee prior to the date hereof, certain Mortgages
to Fleet in its various capacities that were subsequently released, (vii) as to
lands hereafter conveyed to Nominee, Mortgages, if any, that may be granted to
the Fleet Collateral Agent or to Fleet acting as agent for the lenders of the
"Senior Indebtedness" as that term is defined in the Consolidated Loan Agreement
from time to time hereafter, and (viii) 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. In addition, FCI may from time to
time modify Schedule A to include thereon general descriptions of lot or
condominium projects then under development that, upon their completion, FCI
intends, but shall have no obligation, to convey to Nominee to be held under
this Agreement. Modifications of Schedule A in accordance with the preceding
sentence may be made at FCI's discretion and copies of Schedule A as modified
from time to time shall be provided Nominee and other parties to 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 conveyed to Nominee 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 that has a first position lien on
Sales Contracts arising from 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 (i) previously assigned or
transferred beneficial interest or (ii) previously pledged or granted a security
interest in to a Secured Party, reconvey all or any portion of the Properties to
FCI, subject to the provisions of the Consolidated Loan Agreement, for the
purpose of granting construction Mortgages or for any other purpose for which
FCI may require legal title. Nominee agrees to execute Mortgages covering such
Properties (other than those excluded under (i) and (ii) above), 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,
-------------------------------
FCC, FRC or FFC-II 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, FCC, FRC or FFC-II, 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, FCC, FRC or FFC-II 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, the Loan Agent, the
Triple-A Collateral Agent, the Fleet Collateral Agent or the 1998-A Trustee, 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.
----------------------------------------------------
(a) [Reserved.]
(b) 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 (i) the respective Purchasers of those rights and interests and,
(ii) 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 any of the Triple-A Collateral
except as expressly provided herein. The provisions of this section 13(b),
however, shall not apply to any Triple-A Collateral 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 date hereof, until releases and assignments covering such
collateral have been delivered to the Nominee in accordance with the
requirements of Section 4(e) hereof.
(c) The parties hereto acknowledge that Nominee holds title to the
EagleFunding Lots, the EagleFunding Undivided Ownership Interests and the
EagleFunding Intervals for the benefit of (i) the respective Purchasers of those
rights and interests, and (ii) the Fleet Collateral Agent, subject only to the
terms and conditions of the related Sales Contracts and the EagleFunding Credit
Agreement, respectively. The Nominee shall not transfer, pledge or assign any of
the EagleFunding Collateral except as expressly provided herein. The provisions
of this section 13(c), however, shall not apply to any EagleFunding Collateral
that may be granted the Fleet Collateral Agent by this Agreement and the
EagleFunding Credit Agreement on Contract Grant Dates (as defined in the
EagleFunding Credit Agreement), if any, occurring after the Effective Date (as
defined in the EagleFunding Credit Agreement), until assignments covering such
collateral have been delivered to the Nominee in accordance with the
requirements of Section 4(f) hereof.
(d) The parties hereto acknowledge that Nominee holds title to the 1998-A
Trust Undivided Ownership Interests and the 1998-A Trust Intervals for the
benefit of (i) the respective Purchasers of those rights and interests, (ii) the
1998-A Trustee and (iii) the Fleet Collateral Agent, subject only to the terms
and conditions of the related Sales Contracts and the 1998-A Pledge Agreement,
respectively. The Nominee shall not transfer, pledge or assign any of the 1998-A
Collateral except as expressly provided herein. The provisions of this section
13(d), however, shall not apply to any 1998-A Collateral that may be granted the
1998-A Trustee or the Fleet Collateral Agent by this Agreement and the 1998-A
Pledge Agreement on Collateral Substitution Dates (as defined in the 1998-A
Pledge Agreement), if any, occurring after the Closing Date (as defined in the
1998-A Pledge Agreement), until assignments covering such collateral have been
delivered to the Nominee in accordance with the requirements of Section 4(g)
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 Section 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 Consolidated Loan Agreement, the
Triple-A Credit Agreement, the EagleFunding Credit Agreement, the 1998-A Pledge
Agreement or the Collateral Agency Agreement, respectively, the Loan Agent, the
Triple-A Collateral Agent, the 1998-A Trustee and the Fleet 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.
(e) The parties acknowledge that the indebtedness secured by the Sales
Contracts formerly pledged by Fairfield Funding Corporation ("FFC") to First
Commercial Trust Company, N.A. (now known as Regions Trust Company, N.A.)
("REGIONS") as trustee under the Pledge and Servicing Agreement dated as of
September 28, 1993 by and among FAC, FFC, Regions and others, has been satisfied
and the pledged Sales Contracts released by Regions. In light of such
satisfaction and release, references contained in prior versions of this
Agreement to FFC, Regions (as 1993-A Trustee), and the aforementioned pledge
agreement (as the 1993-A Pledge Agreement) have been removed from this amended
and restated Agreement.
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 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, Loan Agent, and Fleet Collateral Agent. Any
amendment undertaken pursuant to this Section 15(a) shall not relate to or
affect Lots, Undivided Ownership Interests or Intervals listed on Schedules C, D
and E attached hereto, nor shall it in any way impair or amend the rights of the
Triple-A Collateral Agent, the Fleet Collateral Agent or the 1998-A Trustee
under this Agreement. An executed copy of any Amendment undertaken pursuant to
this Section 15(a) shall be provided to all parties to this Agreement.
(b) Schedule A to the Agreement may be modified solely by FCI as provided
in Section 9 hereof to include on Schedule A general descriptions of uncompleted
projects that FCI intends, but has no obligation, to convey to Nominee on
completion of development.
(c) 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 the Loan Agent, Fleet Collateral Agent, 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, FCC, FRC or FFC-II 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, 2012.
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 Gateway One
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇ Facsimile:(804) ________
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Fairfield Communities, Inc
--------------------------
Counsel:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Fairfield Communities, Inc. ▇▇▇▇▇ ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Fairfield Acceptance Corporation - Nevada,
Fairfield Capital Corporation,
Fairfield Receivables Corporation or Fairfield Funding Corporation, II
----------------------------------------------------------------------
Counsel:
▇▇▇▇▇ ▇▇▇▇▇▇ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Fairfield Acceptance Corporation - ▇▇▇▇▇ ▇▇▇▇ LLP
Nevada Suite 1100
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇ Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Fleet National Bank, as Loan Agent and Fleet Collateral Agent
-------------------------------------------------------------
Counsel:
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fleet National Bank ▇▇▇▇▇▇▇ ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇ Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Capital Markets Assurance Corporation
-------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Counsel:
MBIA Insurance Corporation ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
(▇▇▇)▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Facsimile: (914)________ (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
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.
[SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGE]
DATED as of the date first above written.
FAIRFIELD COMMUNITIES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: Treasurer
FAIRFIELD ACCEPTANCE CORPORATION - NEVADA
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE:President
FAIRFIELD CAPITAL CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: President
FAIRFIELD RECEIVABLES CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: President
FAIRFIELD FUNDING CORPORATION, II
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: President
LAWYERS TITLE INSURANCE
CORPORATION
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: Vice President
FLEET NATIONAL BANK,
as agent and lender under the
Consolidated Loan Agreement
/s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: Group Manager
FLEET NATIONAL BANK,
as Fleet Collateral Agent
/s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: Group Manager
CAPITAL MARKETS ASSURANCE
CORPORATION,
as Triple-A Collateral Agent
/s/ Ani Mensuroglu BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: Vice President
