WESTWINDS
FIFTH AMENDED AND RESTATED
TITLE CLEARING AGREEMENT
This Agreement is made and entered into as of July 25, 2000, by and among
FAIRFIELD COMMUNITIES, INC., a Delaware corporation ("FCI"); FAIRFIELD MYRTLE
BEACH, INC., a Delaware corporation and wholly-owned subsidiary of FCI ("FMB");
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); RESORT FUNDING, INC., a
Delaware corporation, ("1992 PURCHASER") as purchaser under the 1992 Sale
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 Fourth Amended and Restated Title Clearing Agreement
dated as of January 15, 1998, as amended by that certain First Amendment thereto
dated as of July 31, 1998, which agreement, as amended, is hereby cancelled.
W-I-T-N-E-S-S-E-T-H:
WHEREAS, Fairfield is engaged in the development of a certain resort and
recreational project known as Fairfield Westwinds, Horry County, South Carolina,
and certain other properties not subject hereto; and has sold and continues to
sell Intervals and Undivided Ownership Interests (as hereinafter defined) to
Purchasers by way of contract agreements and installment notes (the "SALES
CONTRACTS") whereby the Purchasers are permitted to finance the purchase price
for said Intervals and Undivided Ownership Interests over a period of time; and
WHEREAS, Fleet and the other Consolidated Lenders are the primary lenders
to Fairfield and FAC responsible for financing the development of Fairfield
projects and FAC's purchase of Sales Contracts, and in connection therewith (i)
Fairfield has pledged and granted a security interest in all Sales Contracts
originated by Fairfield 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 an arrangement for the sale by
Fairfield to FAC of certain Sales Contracts and other receivables pursuant to
the Operating Agreement; and
WHEREAS, FMB has sold certain Sales Contracts to the 1992 Purchaser
pursuant to the 1992 Sales Agreement (the "1992 CONTRACTS"); 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 Fairfield and FAC, has either released its liens upon or subordinated its
interest in the 1992 Contracts.
WHEREAS, Fleet, in all capacities under its various lending arrangements
with Fairfield and FAC, has previously released its lien upon and its interest
in the Sales Contracts, and the underlying Intervals and Undivided Ownership
Interests, 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 Intervals and Undivided Ownership Interests, at any time owned by
Fairfield, 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:
1992 Contracts means those Sales Contracts conveyed to the 1992 Purchaser
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pursuant to the 1992 Sale Agreement.
1992 Purchaser means Resort Funding, Inc., Syracuse, New York, as Purchaser
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under the 1992 Sale Agreement.
1992 Sale Agreement means that certain Contract of Sale of Timeshare
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Receivables with Recourse dated as of November 15, 1992, by and between FMB and
the 1992 Purchaser.
1992 Sale Intervals means those Intervals which give rise to certain Sales
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Contracts conveyed by FMB to the 1992 Purchaser pursuant to the 1992 Sale
Agreement. The 1992 Sale Intervals are fully described on Schedule B attached
hereto and made a part hereof, as amended from time to time.
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, FMB,
FAC, FRC, FFC-II and certain other subsidiaries of FCI, and others, as further
amended and in effect from time to time.
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
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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 and
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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 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 E 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
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EagleFunding Credit Agreement.
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 E attached to this Agreement and made a part hereof, as amended from
time to time.
FAC means, as appropriate, Fairfield Acceptance Corporation-Nevada, a
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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.
Fairfield means FCI and FMB and such other subsidiaries as may be added to
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this Agreement from time to time. The term Fairfield does not include FAC.
Falcon means Falcon Asset Securitization Corporation.
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FCC means Fairfield Capital Corporation, a Delaware corporation.
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FCI means Fairfield Communities, Inc., a Delaware corporation.
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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
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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.
FMB means Fairfield Myrtle Beach, Inc., a Delaware corporation and
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wholly-owned subsidiary of FCI.
FRC means Fairfield Receivables Corporation, a Delaware corporation.
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FRS means FleetBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc.
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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 conveyed to Nominee in the
continuance of this Agreement. Intervals are created in the Properties pursuant
to the filing of regime documents creating an underlying ownership interest
which is the subject of a Sales Contract, which ownership interest consists of a
fixed week or undivided interest in fee simple in a lodging unit or group of
lodging units at a Project.
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 1992 Sale Agreement, (iii) the Triple-A Credit Agreement, (iv) the
EagleFunding Credit Agreement, or (v) the 1998-A Pledge Agreement. The use of
the defined term "Loan Agreement" herein to identify one of the various pooling,
pledge or sale agreements is for convenience only and shall not be construed to
characterize the assignment or transfer of the related Intervals and Sales
Contracts as loan transactions.
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
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Agreement dated as of July 25, 2000 among FCI, FAC and others, as amended and in
effect from time to time.
POA means any timeshare associations organized in connection with the
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establishment of the Project.
Project means the Fairfield Westwinds project and such other projects as
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may be developed by Fairfield and added to this Agreement.
Properties means those condominium units described on Schedule A attached
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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 Fairfield for the purchase
of an Interval or Undivided Ownership Interest at the 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 Fairfield and various Purchasers for the
purchase of an Interval or Undivided Ownership Interest and for which the total
purchase price has not been paid by the Purchaser.
Secured Party means the 1992 Purchaser, the Triple-A Collateral Agent, the
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Fleet Collateral Agent, or the 1998-A Trustee, as applicable. The use of the
defined term "Secured Party" herein to identify a party to one of the various
pooling, pledge or sale agreements is for convenience only and shall not be
construed to characterize the assignment or transfer of the related Intervals
and Sales Contracts as loan transactions.
Triple-A means Triple-A One Funding Corporation, a Delaware corporation.
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Triple-A Collateral means collectively the Triple-A Intervals, and the
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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 L/C Bank and Triple-A, 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 D 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 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 D attached to this Agreement and made
a part hereof, as amended from time to time.
Undivided Ownership Interests means those undivided ownership interests
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created or to be created in the Properties conveyed to Nominee in connection
herewith, as more fully set forth in Schedule A attached hereto and made a part
hereof, as amended from time to time, and all such Properties subsequently
conveyed to Nominee in continuance of this Agreement. An Undivided Ownership
Interest is that form of real property ownership in a 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. Fairfield, by deed or deeds executed
---------------------------------
from time to time, has transferred fee simple title to the Properties identified
on Schedule A to Nominee. Nominee agrees to acquire and hold legal title to said
Properties in accordance with the terms, provisions and conditions of this
Agreement and for the benefit of Fairfield, 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 the 1992
Purchaser, FCC, FRC or FFC-II, respectively, Fairfield 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.
3. Title Ownership and Responsibility of Nominee.
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(a) Nominee acknowledges that notwithstanding the fact that it will be the
record owner of the fee simple title to the Properties, its ownership is subject
in all respects to the provisions of this Agreement and the terms and conditions
of the Loan Agreements. Nominee further acknowledges that it holds fee simple
title to the Property for the benefit of other parties as set forth herein and
shall have no equitable rights in the Property nor any right to the income or
profits to be derived therefrom.
(b) Nominee's function and responsibility during the existence of this
Agreement will be to (i) hold record title to the Properties for the benefit of
Fairfield, 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. Fairfield, 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 Fairfield Relating to Conveyances by Nominee.
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(a) Fairfield shall cause any construction or vendor's lien or blanket
encumbrance to be released (other than any Mortgage hereinafter granted by
Fairfield 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) Fairfield 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. Fairfield and FAC agree that each will
maintain all records necessary to identify beneficial ownership of the
Properties.
(c) Fairfield 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) FCI has provided Nominee with a copy of an assignment transferring all
beneficial interest in the 1992 Sale Intervals previously held by Fairfield (and
the related Sales Contracts) to the 1992 Purchaser. The 1992 Purchaser, as
servicer under the 1992 Sale Agreement, shall provide Nominee with copies of any
future assignments of beneficial interest in the 1992 Sale Intervals, which
assignments shall be in the form of a certificate and shall identify the 1992
Sale Intervals (and related Sales Contracts) assigned thereby. Nominee shall be
entitled to rely upon such certificates in determining beneficial ownership of
the 1992 Sale Intervals.
(e) [Reserved.]
(f) 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 D shall automatically be deemed to be updated
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 D 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.
(g) 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 E 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 E 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.
(h) 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 F 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 F 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, including the payment of all POA dues and assessments,
Fairfield 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 Fairfield or FAC as the case may be) conveying to the
Purchaser fee simple title to the Undivided Ownership Interest or Interval
comprising such Property and covered by such Sales Contract to the Purchaser.
Within a reasonable time following the delivery of the Warranty Deed or Special
Warranty Deed to Purchaser, a title insurance policy shall also be delivered
(provided the Purchaser has paid for such in connection with his purchase of the
Property involved).
(b) All payments made by Purchasers pursuant to the terms of their Sales
Contract shall be made directly to Fairfield, FAC, FCC, FRC or FFC-II, as the
case may be, for the benefit of the relevant Secured Party, if any, or to the
1992 Purchaser, 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. POA Voting Rights. Voting rights in a POA which may inure to the benefit
-----------------
of Nominee as legal titleholder shall be assigned by Nominee to Fairfield or, at
the option of Fairfield, Fairfield may require, as and when necessary, an
irrevocable proxy be delivered unto it by Nominee so that Fairfield 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 Fairfield or FAC may convey to
---------------------
Nominee additional platted lots and timeshare units or such acreage as Fairfield
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. 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 that prohibit Lawyers Title Insurance Corporation from
acting as Nominee under the terms and provisions of this Agreement.
10. Indemnification. Fairfield and FAC jointly and severally agree to
---------------
indemnify and hold harmless Nominee from any and all claims, demands, actions or
causes of action in any way relating to or arising out of the record ownership
of the Properties or out of the good faith discharge by Nominee of any of the
terms and conditions of this Agreement, including all costs and expenses of any
nature that Nominee may incur. Each Secured Party shall indemnify and hold
harmless Nominee from any and all claims, demands, actions or causes of action,
including all costs and expenses of any nature that Nominee may incur in
connection therewith, which relate to or arise out of any act or failure to act
of Nominee, which action or inaction was in good faith pursuant to and in
reliance upon written instructions from such Secured Party to Nominee. The
parties hereto expressly acknowledge that Nominee shall be entitled to rely upon
the written instructions of Fairfield, 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. Fairfield 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 Fairfield, Nominee
shall, except as to such Properties as Fairfield 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 Fairfield, subject to the provisions of the Consolidated
Loan Agreement, for the purpose of granting construction Mortgages or for any
other purpose for which Fairfield 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 Fairfield, to any Secured Party or
such third parties as Fairfield 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 Fairfield,
------------------------------
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 Fairfield, 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 Fairfield, 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 Fairfield, FAC, the Loan Agent, the
1992 Purchaser, 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) The parties hereto acknowledge that Nominee holds title to the 1992
Sale Intervals for the benefit of the purchasers of the 1992 Sale Intervals and
the 1992 Purchaser, subject only to the terms and conditions of the related
Sales Contracts and the 1992 Sale Agreement, respectively.
(b) [Reserved.]
(c) The parties hereto acknowledge that Nominee holds title to 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(c),
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
Property 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
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(d),
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 Property have been delivered to the
Nominee in accordance with the requirements of Section 4(g) hereof.
(e) 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(e), 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(h)
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 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.
(c) 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, 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.
(d) 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 from time 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 be 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 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 rights of the
1992 Purchaser, 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(b) shall be provided to all parties to
this Agreement.
(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,
Fairfield 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 Fairfield, 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., Fairfield Myrtle Beach, 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: (▇▇▇)▇▇▇-▇▇▇▇
Resort Funding, Inc.
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Resort Funding, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Capital Markets Assurance Corporation
-------------------------------------
Counsel:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
MBIA Insurance Corporation Sidley & Austin
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (914)________ Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Notice to each of the aforementioned parties shall be given by Nominee if
either Fairfield 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 MYRTLE BEACH, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: President
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: Senior Vice President
FLEET NATIONAL BANK,
as Administrative Agent 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
RESORT FUNDING, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: President
CAPITAL MARKETS ASSURANCE
CORPORATION,
as Triple-A Collateral Agent
/s/ Ani Mensuroglu BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- ----------------------------
Witness TITLE: Vice President
