Common use of Amendment; Termination Clause in Contracts

Amendment; Termination. This Agreement may be amended at any time without notice to or approval of the Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed hereunder shall execute and deliver an appropriate written acceptance of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request of the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, provided, however, in every case that said Successor corporation maintains the qualifications set out in Section 17(f) of the Act. In addition to the termination rights set forth above, the Administrator has the right to terminate this Agreement as provided in the Master Custodian Agreement.

Amendment; Termination. This Agreement may be amended at any time without notice to or approval of the Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' ’ written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Upon such termination, Custodian appointed hereunder shall execute deliver or cause to be delivered the Securities, less any amounts due and deliver owing to Custodian under this Agreement, to a successor custodian designated by Principal or, if a successor custodian has not accepted an appropriate written acceptance appointment by the effective date of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request termination of the Trust and the Successor Account, to Principal. Upon completion of such delivery Custodian and upon payment shall be discharged of its charges and disbursements, execute and instrument in form approved by its counsel transferring any further liability or responsibility with respect to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custodySecurities so delivered. Subject to the provisions of Paragraph 20 21 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, provided, however, in every case that said Successor corporation maintains the qualifications set out in Section 17(f) of the Act. In addition to the termination rights set forth above, the Administrator has the right to terminate this Agreement as provided in the Master Custodian Agreement.

Amendment; Termination. (a) This Agreement may be amended at any from time without notice to time for the purpose of adding additional parties and revising the terms herein; provided, however, except as specifically provided in Section 15(b), no such amendment shall be effective until all parties hereto have agreed in writing to such revisions. (b) This Agreement may also be amended for the purpose of identifying and segregating a separate pool of Sales Contracts, and the Intervals and/or Undivided Ownership Interests 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(b) shall not relate to or approval affect 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 Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In additionTriple-A Collateral Agent, the Trust may immediately terminate this Agreement in Fleet Collateral Agent or the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian 1998-A Trustee under this Agreement. Every Successor Custodian appointed hereunder An executed copy of any Amendment undertaken pursuant to this section 15(b) shall execute and deliver an appropriate be provided to all parties to this Agreement. (c) This Agreement shall be terminable by any party hereto by giving sixty (60) days written acceptance notice to all other parties of its appointment and 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 thereupon become vested cause to be substituted a successor party in place of the terminating party. Upon termination, title to the Property shall be conveyed by Nominee in accordance with the rightswritten instructions of FCI, powersFAC, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall neverthelessFCC, upon request FRC or FFC-II as the beneficial owner or assignee of the Trust and the Successor Custodian and upon payment beneficial ownership of its charges and disbursementssuch Property at such time, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, providedexcept, however, if Nominee has been notified by a Secured Party in every case writing that said Successor corporation maintains the qualifications set out a default has occurred under a Loan Agreement, as described more fully in Section 17(f) 12 of this Agreement, Nominee shall convey title to the Property underlying the defaulted Loan Agreement in accordance with the written instructions of the Actrelated Secured Party and first lienholder with respect thereto. In addition to the termination rights set forth aboveany event, the Administrator has the right to terminate this Agreement as provided in the Master Custodian Agreementshall terminate, if not sooner terminated, on January 1, 2012.

Amendment; Termination. This Agreement may (a) No amendment shall be amended at any time made to Section 3.6 hereof without notice to or approval the consent of the Trust’s shareholders by a written instrument signed Person entitled to designate the Observer pursuant to such section and, for so long as the Designee Threshold is satisfied, no amendment shall be made to Section 3.2(a), 3.2(b) or 3.2(c), 3.2(d) or the definitions of "Chase Designee Threshold," "Constellation Designee Threshold," "Meadowlane Designee Threshold" or "Universal Designee Threshold," as applicable, contained in Section 1.1 hereof without the consent of Constellation, Chase, Meadowlane or Universal, as applicable, and no amendment shall be made to Section 3.2(e) without the consent of Xxxxxx and Xxxxxx. No course of performance or other conduct subsequently pursued or acquiesced in, and no oral agreement or representation subsequently made, by the parties. Either party may terminate Stockholders, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall amend this Agreement and the Account upon 90 days' written notice or impair or otherwise affect any Stockholder's obligations pursuant to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of or any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may immediately terminate this Agreement in the event of the appointment rights and remedies of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity Stockholder pursuant to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed No amendment shall be made to this Agreement without the prior written consent of those parties that are adversely affected thereby. (b) This Agreement shall terminate and all rights and obligations hereunder shall execute and deliver an appropriate written acceptance cease upon the occurrence of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request any of the Trust and following: (i) the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, provided, however, in every case that said Successor corporation maintains the qualifications set out in Section 17(f) written agreement of the Act. In addition to Stockholders; (ii) the termination rights set forth above, tenth anniversary of the Administrator has date hereof; (iii) All Stockholders together shall own less than 10% of the right to terminate this Agreement Common Stock outstanding (calculated on a fully diluted basis); (iv) except as provided in Section 2.5(c) with respect to the Master Custodian AgreementXxxx Redemption Right, the dissolution, liquidation or winding up of the Company; or (v) the consummation of a QIPO (provided, that the provisions contained in Section 2.3 relating to Transfers after a QIPO not involving a Public Market Sale, the provisions contained in Section 2.6 regarding the mandatory redemption of the Founders' Common Stock, and the provisions contained in Section 4.1 relating to errors and omissions insurance, shall survive the consummation of a QIPO, and shall only terminate in accordance with the other provisions contained in this Section 6.1(b)).

Amendment; Termination. (a) This Agreement may be amended at any from time without notice to time for the purpose of adding additional parties and revising the terms herein; provided, however, no such amendment shall be effective until all parties hereto have agreed in writing to such revisions. (b) This Agreement may also be amended for the purpose of identifying and segregating a separate pool of Sales Contracts, and the Timeshare Intervals and/or Undivided Ownership Interests relating thereto, which are to be sold or pledged pursuant to a pooling, sale or pledge agreement, by an instrument in writing signed by Fairfield, FAC, Nominee and FNBB. Any amendment undertaken pursuant to this paragraph 15(b) shall not relate to or approval affect Undivided Ownership Interests or Timeshare Intervals listed on Schedule D attached hereto, nor shall it in any way impair or amend the rights of the Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian Triple-A Collateral Agent under this Agreement. Every Successor Custodian appointed hereunder An executed copy of any Amendment undertaken pursuant to this paragraph 15(b) shall execute and deliver an appropriate be provided to all parties to this Agreement. (c) This Agreement shall be terminable by any party hereto by giving sixty (60) days written acceptance notice to all other parties of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodiandesire to so terminate. The Custodian ceasing election by any party other than Fairfield or FAC to act shall nevertheless, upon request of the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, provided, however, in every case that said Successor corporation maintains the qualifications set out in Section 17(f) of the Act. In addition to the termination rights set forth above, the Administrator has the right 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 Property shall be conveyed by Nominee in accordance with the written instructions of Fairfield, FAC, or the Triple-A Collateral Agent, as provided the case may be; except if Nominee has been notified by a Secured Party in writing that any of Fairfield, FAC, or FCC are in default under a Loan Agreement, as described more fully in Section 12 of this Agreement, Nominee shall convey title to the Master Custodian AgreementProperty underlying 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.

Amendment; Termination. (a) This Agreement may be amended at any from time without notice to or approval time for the purpose of adding additional parties and revising the Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice terms herein; provided, however, no such amendment shall be effective until all parties hereto have agreed in writing to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this such revisions. (b) This Agreement may be terminated amended solely for the purpose of identifying and segregating a separate pool of Sales Contracts, and the Undivided Ownership Interests and Intervals relating thereto, which are to be sold or pledged pursuant to a pooling, sale or pledge agreement, by either party upon an instrument in writing signed by Fairfield, FAC, Nominee, Loan Agent and Fleet Collateral Agent. Any amendment undertaken pursuant to this Section 15(b) shall not relate to or affect Undivided Ownership Interests or Intervals listed on Schedules B, D, E and F attached hereto, nor shall it in any way impair or amend the breach rights of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition1992 Purchaser, the Trust may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the CustodianTriple-A Collateral Agent, the Trustees of Fleet Collateral Agent or the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian 1998-A Trustee under this Agreement. Every Successor Custodian appointed hereunder An executed copy of any Amendment undertaken pursuant to this Section 15(b) shall execute and deliver an appropriate be provided to all parties to this Agreement. (c) This Agreement shall be terminable by any party hereto by giving sixty (60) days written acceptance notice to all other parties of its appointment and desire to so terminate. The election by any party other than the Loan Agent, Fleet Collateral Agent, Fairfield or FAC to terminate will not terminate this Agreement with respect to the remaining parties, provided the remaining parties shall thereupon become vested 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 rightswritten instructions of Fairfield, powersFAC, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall neverthelessFCC, upon request FRC or FFC-II as the beneficial owner or assignee of the Trust and the Successor Custodian and upon payment beneficial ownership of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, providedProperties at such time; except, however, if Nominee has been notified by any Secured Party in every case writing that said Successor corporation maintains the qualifications set out a default has occurred under a Loan Agreement, as described more fully in Section 17(f) 12 of this Agreement, Nominee shall convey title to the Properties securing the defaulted Loan Agreement in accordance with the written instructions of the Actrelated Secured Party and first lienholder with respect thereto. In addition to the termination rights set forth aboveany event, the Administrator has the right to terminate this Agreement as provided in the Master Custodian Agreementshall terminate, if not sooner terminated, on January 1, 2012.

Amendment; Termination. This Agreement may be amended by a written ---------------------- amendment signed by the number of Trustees authorized to take action at the relevant time under Section 10, or, if the Trustees (if more than one) do not concur with respect to any proposed amendment at any time without notice to or when any Trustee holds the Determination Power, then by the Trustee having the Determination Power, which approval shall constitute approval of all of the Trust’s shareholders Trustees then serving and, except as contemplated by Section 1, by registered holders of at least a majority vote of the outstanding voting trust certificates issued in respect of capital stock or other equity interest of the Company or any Additional Issuer, as the case may be, as to which the matter relates; provided, however, that no such amendment shall modify or amend the provisions of the following two paragraphs without the written consent of each individual Depositor or the Trustee of each Trust Depositor who is living at the time of such proposed amendment. For all purposes of this Agreement, references to percentages of voting trust certificates outstanding shall refer to, (x) in the case of a matter relating to the Company, the number of votes represented by the shares of stock of the Company represented by voting trust certificates issued in respect of shares of stock of the Company and, (y) in the case of a matter relating to an Additional Issuer, the number of votes represented by the shares of stock of the applicable Additional Issuer represented by voting trust certificates issued in respect of the capital stock or other equity interest of such Additional Issuer. This Agreement may be terminated only by a written instrument signed by the parties. Either party may terminate this Agreement and number of Trustees authorized to take action at the Account upon 90 days' written notice relevant time under Section 1 or, if the Trustees (if more than one) do not concur with respect to any proposed termination at any time when any Trustee holds the other unless Determination Power, then by the parties agree on a different time period. Notwithstanding Trustee having the foregoingDetermination Power, this Agreement may be terminated by either party upon the breach which approval shall constitute approval of all of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In additionTrustees, the Trust may immediately terminate this Agreement in the event registered holders of a majority of the appointment voting trust certificates issued in respect of a conservator the capital stock of the Company then outstanding and each individual Depositor or receiver for the Custodian by regulatory authorities or upon the happening Trustee of a like event each Trust Depositor who is living at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees time of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company proposed termination. If not previously terminated in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed hereunder shall execute and deliver an appropriate written acceptance of its appointment and shall thereupon become vested accordance with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request of terms hereof (including under the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved circumstances contemplated by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereofSection 9) this Agreement shall terminate on August 26, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, 2021; provided, however, that at any time within two (2) years prior to such date (or prior to any subsequent date of termination fixed in every case accordance with the provisions hereof and of applicable law), one or more of the persons designated in the following provisions of this Section 13 may, by written agreement, extend the duration of this Agreement for an additional term not exceeding twenty-four (24) years from the expiration date as originally fixed or as last extended. The foregoing right of extension shall be exercisable in respect of particular shares subject hereto by (i) the individual Depositor who originally deposited the relevant shares, if the Depositor is then living and is not subject to any incapacity at the time of the proposed extension, and if so exercised such extension shall be binding upon any and all holders of voting trust certificates in respect of the shares deposited hereunder by such individual Depositor, (ii) the trustee of any trust Depositor which deposited the relevant shares, including without limitation any trust Depositor which is a revocable trust, which trustee is then living and not subject to any incapacity at the time of the proposed extension, and regardless of whether such trust is then still in existence, and if so exercised shall be binding upon any and all holders of voting trust certificates in respect of shares deposited hereunder by such trust Depositor and any and all beneficiaries thereof or successors in interest thereto, and (iii) the holder of any voting trust certificate representing shares not covered by either of the preceding clauses (i) or (ii), and if so exercised shall be effective with respect to all shares represented by such voting trust certificate, it being understood that said Successor corporation maintains the qualifications set out in Section 17(fprovisions only of clauses (i) or (ii) of the Act. In addition this paragraph and not of clause (iii) shall govern any extension with respect to shares referred to therein if and to the termination rights set forth extent a Depositor referred to therein is available to consent to such extension. Any such action to extend this Agreement shall be binding upon the Trustees and Depositor and upon all holders of the related voting trust certificates (including without limitation trustees, officers, beneficiaries and owners of any trust or other entity which is such a holder thereof) and any and all successors in interest of any of the foregoing (including without limitation any holder of voting trust certificates representing shares deposited by any Depositor consenting or on whose behalf consent is given by the relevant trustee to such extension in the manner provided above, and any Beneficiary or successor of a Beneficiary of any trust Depositor. Extensions in accordance with this Section 13 (i) shall not be deemed to constitute the Administrator has commencement of a new voting trust for purposes of the right to terminate this Agreement DGCL or the law governing the incorporation or organization of any Additional Issuer, (ii) shall be filed with the registered offices of the Company in Delaware and with the registered offices of each Additional Issuer in its state of incorporation or organization, as provided in by law, and (iii) shall not involve or require any transfer of shares as contemplated by the Master Custodian Agreementlast provisions of Section 5.

Amendment; Termination. (a) This Agreement may be amended at any from time without notice to time for the purpose of adding additional parties and revising the terms herein; provided, however, no such amendment shall be effective until all parties hereto have agreed in writing to such revisions. (b) This Agreement may also be amended for the purpose of identifying and segregating a separate pool of Sales Contracts, and the Timeshare Intervals and/or Undivided Ownership Interests 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(b) shall not relate to or approval affect Undivided Ownership Interests or Timeshare Intervals listed on Schedule D attached hereto, nor shall it in any way impair or amend the rights of the Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian Triple-A Collateral Agent under this Agreement. Every Successor Custodian appointed hereunder An executed copy of any Amendment undertaken pursuant to this paragraph 15(b) shall execute and deliver an appropriate be provided to all parties to this Agreement. (c) This Agreement shall be terminable by any party hereto by giving sixty (60) days written acceptance notice to all other parties of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodiandesire to so terminate. The Custodian ceasing election by any party other than FCI or FAC to act shall nevertheless, upon request of the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, provided, however, in every case that said Successor corporation maintains the qualifications set out in Section 17(f) of the Act. In addition to the termination rights set forth above, the Administrator has the right 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 Property shall be conveyed by Nominee in accordance with the written instructions of FCI, FAC or the Triple-A Collateral Agent, as provided the case may be; except if Nominee has been notified by a Secured Party in writing that any of FCI, FAC or FCC are in default under a Loan Agreement, as described more fully in Section 12 of this Agreement, Nominee shall convey title to the Master Custodian AgreementProperty underlying 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.

Amendment; Termination. This Agreement may be amended at any time without notice to or approval by a written amendment signed by all of the Trust’s shareholders Trustees and by registered holders of a majority of the voting trust certificates then outstanding; provided, however, that after each of XXXXXXX X. XXXXX, XXXXXXXX X. XXXXX and all individuals appointed as Trustees pursuant to the second paragraph of Section 11 shall cease to serve as Trustees hereunder, this Agreement may be amended by a written instrument signed by registered holders of a majority of the partiesvoting trust certificates then outstanding. Either party may terminate For all purposes of this Agreement and the Account upon 90 days' written notice Agreement, references to percentages of voting trust certificates outstanding shall refer to the other unless number of votes represented by the parties agree on shares of stock of the Company represented by such voting trust certificates. This Agreement may be terminated only by a different time period. Notwithstanding written instrument signed by all of the foregoingTrustees and registered holders of a majority of the voting trust certificates then outstanding; provided, however, that after each of XXXXXXX X. XXXXX, XXXXXXXX X. XXXXX and all individuals designated as Trustees pursuant to the second paragraph of Section 11 shall cease to serve as Trustees hereunder, this Agreement may be terminated by either party upon as provided above but without the breach consent of the other party of any material term Trustees. If not previously terminated in accordance with the terms hereof, this Agreement shall terminate ten (10) years from the date of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed hereunder shall execute and deliver an appropriate written acceptance of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request of the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, ; provided, however, that at any time within two (2) years prior to such date (or any subsequent date of termination fixed in every case accordance with the provisions hereof and applicable law), one or more of the persons designated in the following provisions of this Section 13 may, by written agreement, extend the duration of this Agreement for an additional term not exceeding 10 years from the expiration date as originally fixed or as last extended. The foregoing right of extension shall be exercisable by (i) any individual Stockholder living who holds one or more voting trust certificates and not subject to any incapacity at the time of the proposed extension, and if so exercised shall be binding upon any and all holders of voting trust certificates in respect of shares originally or subsequently deposited hereunder by such individual Stockholder, (ii) the trustee of any trust Stockholder that said Successor corporation maintains holds voting trust certificates who is living and not subject to any incapacity at the qualifications set out time of the proposed extension, and regardless of whether such trust is then still in Section 17(fexistence, and if so exercised shall be binding upon any and all holders of voting trust certificates in respect of shares originally or subsequently deposited hereunder by such trust Stockholder and any and all beneficiaries thereof or successors in interest thereto, and (iii) the holder of any voting trust certificate representing shares not covered by either of the preceding clauses (i) or (ii), and if so exercised shall be effective with respect to all shares represented by such voting trust certificate, it being understood that the provisions of clauses (i) or (ii) of the Act. In addition this paragraph (and not this clause (iii)) shall govern any extension with respect to shares referred to therein if and to the termination rights extent a Stockholder referred to therein is able to consent to such extension. Any such action to extend this Agreement shall be binding upon the Trustees, any Stockholder or other person consenting to such extension as provided above and all successors in interest of any such Stockholder or other person (including without limitation any holder of voting trust certificates representing shares deposited by any Stockholder consenting (or on whose behalf consent is given) to such extension in the manner provided above). Extensions in accordance with this Section 13 (i) shall not be deemed to constitute the commencement of a new voting trust for purposes of the DGCL, (ii) shall be filed with the registered office of the Company in Delaware, as provided by law and (iii) shall not involve or require any transfer of shares as contemplated by the last paragraph of Section 5." 3. The effective date of this Amendment shall be the date first set forth above. 4. As amended by this Amendment, the Administrator has Voting Trust Agreement is in all respects ratified and confirmed, and as so amended by this Amendment the right Voting Trust Agreement shall be read, taken and construed as one and the same instrument. 5. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which so executed shall be deemed to terminate be an original, but all of such counterparts shall together constitute but one and the same instrument. 6. This First Amendment shall be governed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law. The parties hereto have executed this Amendment to the Voting Trust Agreement in one or more counterparts under seal as provided in of the Master Custodian Agreement.__th day of August, 1997. XXXXX INDUSTRIES, INC. By: ------------------------------- Xxxxxxx X. Xxxxx, Chairman ----------------------------------- Xxxxxxx X. Xxxxx, as Trustee and a Stockholder ----------------------------------- Xxxxxxxx X. Xxxxx, as Trustee and a Stockholder ----------------------------------- Xxxxxx X. Xxxxx ----------------------------------- Xxxx X. Xxxxx ----------------------------------- Xxxxxxxx X. Xxxxx, as Trustee of the Xxxxx X. Xxxxx Trust--1976 ----------------------------------- Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxxx Xxxxx Trust--1976 ----------------------------------- Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx Xxxxx--0000

Amendment; Termination. (a) This Agreement may be amended at any time without notice 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 approval 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 Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In additionTriple-A Collateral Agent, the Trust may immediately terminate this Agreement in Fleet Collateral Agent or the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian 1998-A Trustee under this Agreement. Every Successor Custodian appointed hereunder An executed copy of any Amendment undertaken pursuant to this Section 15(a) shall execute and deliver an appropriate 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 acceptance notice to all other parties of its appointment and 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 thereupon become vested 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 rightswritten instructions of FCI, powersFAC, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall neverthelessFCC, upon request FRC or FFC-II as the beneficial owner or assignee of the Trust and the Successor Custodian and upon payment beneficial ownership of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, providedProperties at such time; except, however, if Nominee has been notified by any Secured Party in every case writing that said Successor corporation maintains the qualifications set out a default has occurred under a Loan Agreement, as described more fully in Section 17(f) 12 of this Agreement, Nominee shall convey title to the Properties securing the defaulted Loan Agreement in accordance with the written instructions of the Actrelated Secured Party and first lienholder with respect thereto. In addition to the termination rights set forth aboveany event, the Administrator has the right to terminate this Agreement as provided in the Master Custodian Agreementshall terminate, if not sooner terminated, on January 1, 2012.

Amendment; Termination. This Agreement may be amended by a written amendment signed by the number of Trustees authorized to take action at the relevant time under Section 10, or, if the Trustees (if more than one) do not concur with respect to any proposed amendment at any time without notice to or when any Trustee holds the Determination Power, then by the Trustee having the Determination Power, which approval shall constitute approval of all of the Trust’s shareholders Trustees then serving and, except as contemplated by Section 1, by registered holders of a majority of the voting trust certificates then outstanding; provided, however, that no such amendment shall modify or amend the provisions of the following two paragraphs without the written consent of each individual Depositor or the Trustee of each Trust Depositor who is living at the time of such proposed amendment. For all purposes of this Agreement, references to percentages of voting trust certificates outstanding shall refer to the number of votes represented by the shares of stock of the Company represented by such voting trust certificates. This Agreement may be terminated only by a written instrument signed by the parties. Either party may terminate this Agreement and number of Trustees authorized to take action at the Account upon 90 days' written notice relevant time under Section 1 or, if the Trustees (if more than one) do not concur with respect to any proposed termination at any time when any Trustee holds the other unless Determination Power, then by the parties agree on a different time period. Notwithstanding Trustee having the foregoingDetermination Power, this Agreement may be terminated by either party upon the breach which approval shall constitute approval of all of the other party Trustees, registered holders of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may immediately terminate this Agreement in the event a majority of the appointment voting trust certificates then outstanding and each individual Depositor or the Trustee of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event each Trust Depositor who is living at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees time of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company proposed termination. If not previously terminated in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed hereunder shall execute and deliver an appropriate written acceptance of its appointment and shall thereupon become vested accordance with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request of terms hereof (including under the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved circumstances contemplated by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case Section 9) this Agreement shall terminate on the Custodian shall consolidate with or merge into any other corporation, day which is twenty-four (24) years after the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as suchdate first entered above upon this GEORGE B. HORNE VXXXXX XXXXX XXREEMENT - 1997, provided, however, that at any time within two (2) years prior to such date (or prior to any subsequent date of termination fixed in every case accordance with the provisions hereof and of applicable law), one or more of the persons designated in the following provisions of this Section 13 may, by written agreement, extend the duration of this Agreement for an additional term not exceeding twenty-four (24) years from the expiration date as originally fixed or as last extended. The foregoing right of extension shall be exercisable in respect of particular shares subject hereto by (i) the individual Depositor who originally deposited the relevant shares, if the Depositor is then living and is not subject to any incapacity at the time of the proposed extension, and if so exercised such extension shall be binding upon any and all holders of voting trust certificates in respect of the shares deposited hereunder by such individual Depositor, (ii) the trustee of any trust Depositor which deposited the relevant shares, including without limitation any trust Depositor which is a revocable trust, which trustee is then living and not subject to any incapacity at the time of the proposed extension, and regardless of whether such trust is then still in existence, and if so exercised shall be binding upon any and all holders of voting trust certificates in respect of shares deposited hereunder by such trust Depositor and any and all beneficiaries thereof or successors in interest thereto, and (iii) the holder of any voting trust certificate representing shares not covered by either of the preceding clauses (i) or (ii), and if so exercised shall be effective with respect to all shares represented by such voting trust certificate, it being understood that said Successor corporation maintains the qualifications set out in Section 17(fprovisions only of clauses (i) or (ii) of the Act. In addition this paragraph and not of clause (iii) shall govern any extension with respect to shares referred to therein if and to the termination rights set forth extent a Depositor referred to therein is available to consent to such extension. Any such action to extend this Agreement shall be binding upon the Trustees and Depositor and upon all holders of the related voting trust certificates (including without limitation trustees, officers, beneficiaries and owners of any trust or other entity which is such a holder thereof) and any and all successors in interest of any of the foregoing (including without limitation any holder of voting trust certificates representing shares deposited by any Depositor consenting or on whose behalf consent is given by the relevant trustee to such extension in the manner provided above, and any Beneficiary or successor of a Beneficiary of any trust Depositor. Extensions in accordance with this Section 13 shall not be deemed to constitute the Administrator has commencement of a new voting trust for purposes of the right to terminate this Agreement DGCL, (ii) shall be filed with the registered office of the Company in Delaware, as provided in by law, and (iii) shall not involve or require any transfer of shares as contemplated by the Master Custodian Agreementlast provisions of Section 5.

Amendment; Termination. (a) This Agreement may be amended at any from time without notice to time for the purpose of adding additional parties and revising the terms herein; provided, however, except as specifically provided in Section 15(b), no such amendment shall be effective until all parties hereto have agreed in writing to such revisions. (b) This Agreement may also be amended for the purpose of identifying and segregating a separate pool of Sales Contracts, and the Intervals and/or Undivided Ownership Interests relating thereto, which are to be sold or pledged pursuant to a pooling, sale or pledge agreement, by an instrument in writing signed by Fairfield, FAC, Nominee, Loan Agent, and Fleet Collateral Agent. Any amendment undertaken pursuant to this section 15(b) shall not relate to or approval affect 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 Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In additionTriple-A Collateral Agent, the Trust may immediately terminate this Agreement in Fleet Collateral Agent or the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian 1998-A Trustee under this Agreement. Every Successor Custodian appointed hereunder An executed copy of any Amendment undertaken pursuant to this section 15(b) shall execute and deliver an appropriate be provided to all parties to this Agreement. (c) This Agreement shall be terminable by any party hereto by giving sixty (60) days written acceptance notice to all other parties of its appointment and desire to so terminate. The election by any party other than the Loan Agent, Fleet Collateral Agent, Fairfield or FAC to terminate will not terminate this Agreement with respect to the remaining parties, provided the remaining parties shall thereupon become vested cause to be substituted a successor party in place of the terminating party. Upon termination, title to the Property shall be conveyed by Nominee in accordance with the rightswritten instructions of Fairfield, powersFAC, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall neverthelessFCC, upon request FRC or FFC-II as the beneficial owner or assignee of the Trust and the Successor Custodian and upon payment beneficial ownership of its charges and disbursementssuch Property at such time, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, providedexcept, however, if Nominee has been notified by a Secured Party in every case writing that said Successor corporation maintains the qualifications set out a default has occurred under a Loan Agreement, as described more fully in Section 17(f) 12 of this Agreement, Nominee shall convey title to the Property underlying the defaulted Loan Agreement in accordance with the written instructions of the Actrelated Secured Party and first lienholder with respect thereto. In addition to the termination rights set forth aboveany event, the Administrator has the right to terminate this Agreement as provided in the Master Custodian Agreementshall terminate, if not sooner terminated, on January 1, 2012.

Amendment; Termination. This Agreement may be amended by a written amendment signed by the number of Trustees authorized to take action at the relevant time under Section 10, or, if the Trustees (if more than one) do not concur with respect to any proposed amendment at any time without notice to or when any Trustee holds the Determination Power, then by the Trustee having the Determination Power, which approval shall constitute approval of all of the Trust’s shareholders Trustees then serving and, except as contemplated by Section 1, by registered holders of at least a majority vote of the outstanding voting trust certificates issued in respect of capital stock or other equity interest of the Company or any Additional Issuer, as the case may be, as to which the matter relates; provided, however, that no such amendment shall modify or amend the provisions of the following two paragraphs without the written consent of each individual Depositor or the Trustee of each Trust Depositor who is living at the time of such proposed amendment. For all purposes of this Agreement, references to percentages of voting trust certificates outstanding shall refer to, (x) in the case of a matter relating to the Company, the number of votes represented by the shares of stock of the Company represented by voting trust certificates issued in respect of shares of stock of the Company and, (y) in the case of a matter relating to an Additional Issuer, the number of votes represented by the shares of stock of the applicable Additional Issuer represented by voting trust certificates issued in respect of the capital stock or other equity interest of such Additional Issuer. This Agreement may be terminated only by a written instrument signed by the parties. Either party may terminate this Agreement and number of Trustees authorized to take action at the Account upon 90 days' written notice relevant time under Section 1 or, if the Trustees (if more than one) do not concur with respect to any proposed termination at any time when any Trustee holds the other unless Determination Power, then by the parties agree on a different time period. Notwithstanding Trustee having the foregoingDetermination Power, this Agreement may be terminated by either party upon the breach which approval shall constitute approval of all of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In additionTrustees, the Trust may immediately terminate this Agreement in the event registered holders of a majority of the appointment voting trust certificates issued in respect of a conservator the capital stock of the Company then outstanding and each individual Depositor or receiver for the Custodian by regulatory authorities or upon the happening Trustee of a like event each Trust Depositor who is living at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees time of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company proposed termination. If not previously terminated in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed hereunder shall execute and deliver an appropriate written acceptance of its appointment and shall thereupon become vested accordance with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request of terms hereof (including under the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved circumstances contemplated by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereofSection 9) this Agreement shall terminate on August 26, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, 2021; provided, however, that at any time within two (2) years prior to such date (or prior to any subsequent date of termination fixed in every case accordance with the provisions hereof and of applicable law), one or more of the persons designated in the following provisions of this Section 13 may, by written agreement, extend the duration of this Agreement for an additional term not exceeding twenty-four (24) years from the expiration date as originally fixed or as last extended. The foregoing right of extension shall be exercisable in respect of particular shares subject hereto by (i) the individual Depositor who originally deposited the relevant shares, if the Depositor is then living and is not subject to any incapacity at the time of the proposed extension, and if so exercised such extension shall be binding upon any and all holders of voting trust certificates in respect of the shares deposited hereunder by such individual Depositor, (ii) the trustee of any trust Depositor which deposited the relevant shares, including without limitation any trust Depositor which is a revocable trust, which trustee is then living and not subject to any incapacity at the time of the proposed extension, and regardless of whether such trust is then still in existence, and if so exercised shall be binding upon any and all holders of voting trust certificates in respect of shares deposited hereunder by such trust Depositor and any and all beneficiaries thereof or successors in interest thereto, and (iii) the holder of any voting trust certificate representing shares not covered by either of the preceding clauses (i) or (ii), and if so exercised shall be effective with respect to all shares represented by such voting trust certificate, it being understood that said Successor corporation maintains the qualifications set out in Section 17(fprovisions only of clauses (i) or (ii) of the Act. In addition this paragraph and not of clause (iii) shall govern any extension with respect to shares referred to therein if and to the termination rights set forth extent a Depositor referred to therein is available to consent to such extension. Any such action to extend this Agreement shall be binding upon the Trustees and Depositor and upon all holders of the related voting trust certificates (including without limitation trustees, officers, beneficiaries and owners of any trust or other entity which is such a holder thereof) and any and all successors in interest of any of the foregoing (including without limitation any holder of voting trust certificates representing shares deposited by any Depositor consenting or on whose behalf consent is given by the relevant trustee to such extension in the manner provided above, and any Beneficiary or successor of a Beneficiary of any trust Depositor. Extensions in accordance with this Section 13 (i) shall not be deemed to constitute the Administrator has commencement of a new voting trust for purposes of the right to terminate this Agreement DGCL or the law governing the incorporation or organization of any Additional Issuer, (ii) shall be filed with the registered offices of the Company in Delaware and with the registered offices of each Additional Issuer in its state of incorporation or organization, as provided in by law, and (iii) shall not involve or require any transfer of shares as contemplated by the Master Custodian Agreementlast provisions of Section 5.

Amendment; Termination. (a) This Agreement may be amended at any time without notice solely for the purpose of identifying and segregating a separate pool of Sales Contracts, and the Lots 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 approval affect Lots or Intervals listed on Schedules B, C, D and E attached hereto, nor shall it in any way impair or amend the rights of the Trust’s shareholders by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Notwithstanding the foregoing, this Agreement may be terminated by either party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In additionTriple-A Collateral Agent, the Trust may immediately terminate this Agreement in Fleet Collateral Agent or the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian 1998-A Trustee under this Agreement. Every Successor Custodian appointed hereunder An executed copy of any Amendment undertaken pursuant to this Section 15(a) shall execute and deliver an appropriate 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 acceptance notice to all other parties of its appointment and 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 thereupon become vested 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 rightswritten instructions of FCI, powersFAC, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall neverthelessFCC, upon request FRC or FFC-II, as the beneficial owner or assignee of the Trust and the Successor Custodian and upon payment beneficial ownership of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution of filing of any papers or other documents, succeed to and be substituted for the Custodian with like effect as though originally named as such, providedProperties at such time; except, however, if Nominee has been notified by any Secured Party in every case writing that said Successor corporation maintains the qualifications set out a default has occurred under a Loan Agreement, as described more fully in Section 17(f) 12 of this Agreement, Nominee shall convey title to the Properties securing the defaulted Loan Agreement in accordance with the written instructions of the Actrelated Secured Party and first lienholder with respect thereto. In addition to the termination rights set forth aboveany event, the Administrator has the right to terminate this Agreement as provided in the Master Custodian Agreementshall terminate, if not sooner terminated, on January 1, 2012.

Amendment; Termination. This A. Subject to the limitations of Subsection B hereof, except during either a Potential Change in Control Period or upon or after a Change in Control, this Agreement may be amended amended, in whole or in part, at any time without notice and from time to time, by the action specifically authorized or approval approved by the Board of Directors of Company, with the Trust’s shareholders by consent of Trustee, which consent shall not be unreasonably withheld, and set forth in a written instrument signed executed by the parties. Either party may terminate this Agreement or on behalf of Company and the Account upon 90 days' written notice to the other unless the parties agree on a different time periodTrustee. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable. B. Subject to the current provisions of Section 5 hereof and the rights of Company’s creditors pursuant thereto, no amendment of this Agreement described in this B may be made without a Qualified Vote and no amendment to the provisions providing for or permitting termination of the Trust shall be made without a Super Qualified Vote. An amendment described in this B is any amendment which would have the effect of (i) eliminating or reducing Company’s obligation to make contributions to the Trust Fund in the event of either a Potential Change in Control or a Change in Control as set forth in this Agreement as originally executed (or amended as allowed pursuant to this Xxxxxxx 00 X), (xx) except to the extent currently permitted under this Agreement, permitting the use of the assets of the Trust Fund for any purpose other than providing benefits to Participants and Beneficiaries and defraying the reasonable expenses of the Plan and Trust as currently contemplated hereunder, (iii) changing the current definitions of Potential Change in Control, Potential Change in Control Period and Change in Control or altering the current provisions of this Section 15, (iv) eliminating or reducing any of the authority or rights or circumstances of existence of the Committee pursuant to the current provisions of Section 9 or (v) decreasing the obligation of Company to make contributions to the Trust Fund with respect to benefits to Participants no longer employed by Company or the Beneficiaries of any such Participants, C. Upon or after a Change in Control or during a Potential Change in Control Period, this Agreement may be amended only by action of Trustee and Super Qualified Vote. D. The Trust established pursuant to this Agreement may be terminated by either party upon the breach action of the other party Board of Directors of Company after the first to occur of (i) satisfaction of all liabilities under the Plan with respect to all Participants and their Beneficiaries or (ii) the twenty-first anniversary of the death of the last survivor of the Participants or Beneficiaries who are in being on the date of this Agreement; provided that prior to any termination pursuant to clause (i) becoming effective there is issued a written certification by and from Trustee that it is not aware of any material term unsatisfied liabilities under any of this Agreement if such breach is not cured within 15 days the Plan and a certification by the CEO or the Chief Financial Officer of notice of such breach Company and a letter from the Recordkeeper in which each respectively states that to the breaching party. In addition, the Trust may immediately terminate this Agreement his best knowledge and belief all liabilities have been satisfied with respect to all Participants in the event Plan and their Beneficiaries and that there are no unsatisfied liabilities (other than claims which can no longer be the subject of the appointment of a conservator legal action and claims which Trustee agrees are de minimis or receiver extremely remote and lacking in merit and for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a successor Custodian (the “Successor Custodian”) which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and Securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such Successor Custodian and upon receipt of instructions, the Custodian shall deliver such cash and Securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed hereunder shall execute and deliver an appropriate written acceptance of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request of the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute and instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian’s rights, duties, obligations and custody. Company indemnifies Trustee). E. Subject to the provisions of Paragraph 20 hereof, in case the Custodian shall consolidate with or merge into any other corporationsubsections D and F of this Section 15, the corporation remaining after or resulting from such consolidation or merger Trust shall ipso facto without not terminate until the execution of filing of any papers or other documents, succeed date on which Participants and their Beneficiaries are no longer entitled to and be substituted for benefits pursuant to the Custodian with like effect as though originally named as such, provided, however, in every case that said Successor corporation maintains the qualifications set out in Section 17(f) terms of the ActPlan. In addition Upon termination of the Trust any assets remaining in the Trust shall be returned to Company. The powers and duties of Trustee shall continue as long as any part of the Trust Fund remains in its possession. F. Upon a Super Qualified Vote, Company may terminate this Trust prior to the termination rights set forth above, time all benefit payments under the Administrator has the right Plan have been made upon written notice to terminate this Agreement as provided Trustee. G All assets in the Master Custodian AgreementTrust at termination shall be returned to Company unless Company otherwise directs Trustee.