Free Motion for Summary Judgment - District Court of Federal Claims - federal

Case 1:01-cv-00256-CFL

Document 87-2

Filed 02/01/2008

Page 1 of 73

IN THE UNITED STATES COURT OF FEDERA CLAIMS

Nos. 01-256 T and 01-257 T

(Judge Lettow)

MAROTT INTERNATIONAL RESORTS, L.P., MAROTT INTERNATIONAL JBS CORPORATION,
TAX MATTERS PARTNER,

Plaintiff
v.

THE UNITED STATES,

Defendant

DECLARTION OF G. ROBSON STEWART

I, G. Robson Stewar, being oflegal age and pursuant to 28 D.S.C., Section 1746, declare
as follows:
1. I am the Department of Justice tral attorney assigned to defend the above-

captioned case and I have in my possession relevant Deparment of Justice and
Internal Revenue Service files.
2. Attached hereto are true and accurate copies of

the following documents:

Exhibit 1 - MTMG Corp. Purchase Agreement dated November 22, 1993.
Exhibit 2 - Letter dated November 22, 1993, from Marott Ownership

Resorts, Inc., to Teachers Insurance and Anuity Association of America.
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Exhibit 3 - Facsimile dated January 1, 1994, from Phil Hamon at CS First

Boston to Lester Pulse at Marott InternationaL.
Exhibit 4 - Letter dated June 24, 1994, from Phil Hamon at CS First Boston to

Michael Dearng at Marrott Ownerships Resorts, Inc., re: original
intent of the paries ("original intent letter").
Exhibit 5 - Letter dated June 24, 1994, from Phil Hamon at CS First Boston to

Michael Dearng at Marott Ownerships Resorts, Inc., re: letter agreement ("agreement letter").
Exhibit 6 - Letter dated July 8, 1994, from Brit Barter at CS First Boston to

Michael Dearng at Marrott International, Inc.
Exhibit 7 - Certificate of Incorporation of

Marrott International JBS

Corporation.

Exhibit 8 - Marott International Resorts, L.P., limited partnership agreement.
Exhibit 9 - Facsimile dated September 29, 1994, from Timothy Lu at CS First

Boston to Michael Dearng at Marrott.
Exhibit 10 - Facsimile dated October 12, 1994, from Timothy Lu at CS First

Boston to Michael Dearing at Marott Ownership Resorts, Inc.
Exhibit 11 - Marrott International Resorts, L.P., parnership return (Form 1065)

for the taxable year ended October 28, 1994.

Exhibit 12 - Marott International Resorts, L.P., partnership retur (Form 1065)
for the taxable year ended December 30, 1994.

I declare under penalty of perjury, that the foregoing is true and correct. Executed in

Washington, D.C., on February 1, 2008.

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Defendant's Exhibit
1

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B&W Draft 11/22/93

Marked to show chages
from Draft of 11/18/93

:

ì

MTG CORPORATION

PASS-THOUG CETIFICATES
SERIES 1993-A, 1994-A, 1994-B, 1994-C and 1994-D

PURCHE AGREEM
Dated Novembr 22, 1993

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:M - 008670

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Table of Contents

1.

The Certificates

...........
. .- . . . . ¡, . .

EA
1
2
2
3

2. Purchase and sale of the Certificates .

3. The Closings; Delivery of the Certificates

4. .. :Conditions of the Purchaser's Obligation
5 . Representations and Warranties
ì

é

6.
7.

Expenses

12

The Purchaser's Representations
investigations with Respect to Representations and

14

8.

9. Payments

Warranties . . . . .. ... . .

lS
15

10. Indemnification and Contribution
11. Notices . . .

15
18 18

12. Miscellaneous

SCHDULES AN EXIBITS
Exhibit A
Exhibit B
Exhibi t C Exhibi t D

Form of Opinion of Counsel to the comany,
the Servicer and Marriott. MORl Notice. Form of Opinion of Brown & Wood As To Banruptcy-

Related Matters.

Form of Opinion of Counsel to the Trustee.

Exhibit E Exhibit F
Exhibi t G

(Reserved)
Form of Opinion of Special Florida Tax Counsel. Forms of Certificates of the Comany, the Servicer and Mårriott. Form of Certificates of Sun Ban, National

Exibit H

Exhibit I

Association.

Form of Pricing Agrement.

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MA - 008611

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MT CORPORATION
PASS-THOUGH Certificates
Series 1993-A, 1994-A, 1994-B, 1994-C and

1994-0

PtlCHlI AG
M' corporation, a Delaware corpration (the II

Comany. ), a

wholly owned subsidiary of Marriott OWership Resorts, Inc., a

Delaware corporation (IIMORI II), an MORl each hereby agrees with
Te~ers Insurance and Anuity Association of America, a New York

corPoration (the IlPurchaser"'), as follows.

1. The Certificates. The Comany and MORl have each
~uthorized the execution and delivery to SU Ban, National
'1sociation, as trustee (the II

Trste." ), of five Pooling and-

Servicing Agreement. (each a iipooling Ageemet", and collectively
separate trusts (each a II Trust

the "pooling Agreemets") providing for the creation of five II , and collectively the IITrusts.) and

for the issuance and sale of five sepaate series of pass-thrugh
certificates (each a "Series., and collectively the .Certificates")

that evidence undivided interests in (a) five separate pola of

mortgage loans (each a "Pool. an collectively the "Mortgage
Loans") owned or to be acquired from MORl (subject to their meeting

certain cri teria set forth herein and in the related pooling
Agreement) by the Company, serviced by MORl (in such capacity, the "Servicer") and secured by first mortgage liens or deeds of trust on timeshare estates which are part of certain timeshare resorts (each, a "Resort") and which comprise or will comprise all of the Mortgage Loans originated or to be originated by MORl with respect

to the Resorts prior to Decembr 1, 1994, and (b) certain other assets required to be transferred and assigned to the Trustee pursuant to the Pooling Ageements. The Mortgage Loans to be in a separate Private included in any Pool will be described Placement Memorandum (each a .PPM.) provide in connection with each issuance of a Series. Each Mortgage Loan and Resort shall conform to the representations and warranties set forth in the

related pooling Ageements. The cut-off date for each series (each MORI
a IlCUt-Off Date") shall be set forth in- a notice (the "

Noticell) given by MORl. to the Purchaser not later than 10 days
prior to the Closing Date (as defined below) with reøpct to each Series (except in the case of the initial Series, in which case, the related MORI Notice shall be given on the date hereof), a form of which is attached hereto as Bxibit B. Th initial Series of Mortgage Loans shall have an aggegate unaid principal balance of approximately $70, 000, 000 as of its CUt-Off Date, after giving effect to payments of principal made before such CUt-Off Date. Each Series of Mortgage Loan, other tha the initial Series, will have an aggregate principal balance of not less tha $15 million, as of the respective CUt-Off Date for such Series of Certificates,
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after giving effect to principal payments made prior to the related

CUt -Off Date. The aggregate principal balance of the Mortgage

Loan comprising all five pools will not be greater tha $175

million. The Comany, MORI and Maiott Interntional, Inc.
the "Marriott Parties".

("Marriott") are somtimes hereinafter referred. to collectively as
2 . Puçha.. and ~l. of theS;llrtifia,t\.. In reliance upon

Agreements (as define below) an suject to the term and
conditions set forth herein, the Company agrees to sell to the
Purel)ser, and the Purchaser agrees to purchase from the Company,

the representations and warrties cOltai.iid herein and in the
the '(:ertificates of each Series. The Certificates to be purchased

with respect to each Series' will be purchased at the price (the n Purchase Price.) set forth in a Pricing Ageement dated no later

than two business days prior to the respective Closin Date. The
~rc:hase Price for each Series .'hall equl (a) the outstanas," '.. pol
Salance of the pool of Mortgage Loans tranferred to an witb

respect to such Trst pursuat to the related Polin Age-ltt at
Percentage set forth in the related Pricing Ageement al, (c)

the related CUt-Off Date, after giving effect to all paymt. of principal with re,spect to such Mortgage Loan. made after the CUt-Off Date and before the first day of the moth in which the

Closing Date occurs, multiplied by (b) the Puch_ Price
interest accrued on the amount calculated pursuant to claus. (a) at the Pass-Through Rate set forth in the Pricing Agreement from and

including the first day of the month in which the Closing Date occurs- up to, but not including, the related Closing Date. The
Purchase Price Percentage and the Pass-Through Rate with respect to

each Series shall be set to prov1de to the Purchaser a bond

maturity of four years, as published on Bloorg on each of the
five consecutive Business Days immately following the date of the MORI Notice, and shall be based .on the Bloorg i:ystem for pricing asset-backed securities. The Purchase Price for each

equivalent yield equal to 240 basis points over the average of the average yields on O. S. Treasury secuitie., adjusted to a constant

Series shall be payable to the Comp (x) by wire transfer in
Purchaser and the Company.

immediately available Federal funds to the ban account specified by the company at least two Businesa Days prior to the Closing Date, or (y) in such other maner as shall be agreed upon by the
3. The Cl(:sin9s: Deliverv of the Certificates. The purchas. and sale of a single Series of Certificates pursuant hereto (each a "Closing") shall be held on or prior to the date set forth in the

related MORl Notice or such other date as shall be mutually acceptable to the Company and the Purchaser (each such date a

days of the Closing Date of the pre.vious Series and ;rovi;.,d further that no Closing Date shall occur after Decembr 14, 1994. Each Closing shall take place at the office of Brow & woo at
10:00 a.m. New York City time on a Closing Date or at such other
39'00. QQQ07\PO. .

"Closing Date"); orovided that no Closing Date shall be within 60

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place in New York City as the purchaser shall designte. At each Closing, the Compy will deliver to the Puchaser, againt payment of the Purchase Price therefor, a Certificate in the denomination

eQUal to the aggregate principal balanc:e 0: the mortgage lQU in the related Pool reg1.tered 1n the Pucha.er' _ na, or :ln the naia
of its nominee; provided, however, that if the Pucha.er requests the Company in writing not les. tha three Busine.. Days prior to the related Closing Date to iS8ue to the Puchaser Certificatea in other denominations (authorized pusuant to Section 7.01 of the Pooling Ageement) that equal in the aggegate the denomination

mentioned in this sentence, the Comy will comply with such

re~e.t .

of the Purchaser set forth in Section 2 to purse any Series of

4. c~it.ions of t.he Purc:~.,er' 8 O~ll'.lii". The obligation

Certificates on the related Closing Date shall be subject to the
1iereof and such Closing Date that are mac4 (a) on the par of any

jlccuracy of the representations anel waanties .. of the date

of the Marriott Parties or Sun Ba, Nationl ABaociatiOD (iisu

Bank"), as Trustee, and contained in this Pucha.. Ageement, the
Collateral Agreements"), (b) by Marriott in the related Guaranty Ageement dated the related Closing Date, among Maiott, the Coman and the
MORI and Sun Ban, as Collateral Agt (th II

of the dates of the related Pooling Ageemets amg the comany,

Pooling Agreements an the Collateral Secuity Ageemets dated ..

Trustee (the "Guaranty Ageement") and (c) by MORI in the related

Letter Agreement (each, a "MORI Letter Ageementll) dated the related Closing Date, subject to the accuracy of the statements
made by any of the Marriott Parties in any certificates furnished pursuant to the provisions thereof, and to the following additional

condi t ions:
(i) The company and MaRl shall each have complied with all the agreements and satisfied all the conditions

on its part to be performd or satisfied by it at or prior to the related Closing Date under this Purchase Agreement, the related Pooling Ageement and the related Collateral Ageement, and Sun Ba shall have complied
with all the agreements and satisfied all the conditions

on its part to be performed or satisfied by it at or prior to each Closing Date under the related Pooling Agreement and Collateral Ageement.
(ii) (a) G & S Consulting Network, Inc., or such other firm as may be mutually agred UP by the Company and the Purchaser, shall have comleted a review of such
documentation relating to the relevant. Pool of Mortgage Loans as the Purchaser may deem approriate, (b) on the

basis of such review, nothing shall have come to the attention of the Puchaser that cause. it to conclude

that there is any breach of or inaccuracy in the
representations and warranties of any of the Marriott
i9900. 00007\PU.'
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MA - 008674

.,

".
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Case 1:01-cv-00256-CFL

which it is party and (c) the Puchaser shall have
respect to such transaction as a whole.

reviewed or the Serie8 i.8ued with respct: theret:o to
completed, and be satisfied (in its sole discretion) with

Parties set forth in any agreement relating to the Pool

the results of, the. Puchaer's investigation with
(iii) The related Pooling Ageemet and Collateral Agreement shall each have be d1ly authorized, executed

and delivered by each of the Coany, NORI an SU Ban,
them in accordance with its term, auject to banrutcy,

shall be in full force and effect an shall constitute a
legal, valid and binding agreemet of each of the
insol vency , reorganization or other similar laws

:

Comy, NORI and Sun Ban, enforceable against each of

j

principles of equity regare.. of whther enforcemet ia
sought in a proceeing in equity or at law, and no eveit

affl!cting the enforcemen. t of creditors.' rights geeraiir and subj ect , with respect to enforceabili ty, to geera

passage of time or. with notice or both, wold constitute a default thereunder, an the Pucha.er and its special counsel shall each have received one fully executed cop
of each such Agreement.

shall have occurred which constitute. or, with the

(iv) Each of the Assignents delivered" with
respect to a Series shall have beei duly authorized, executed and delivered by NORl or the Company, as the
case may be, shall be in full force and effect and shall constitute a legal, valid and binding agreemet of MORI or the Company, as the case may be, enforceable against

MORI or the Company, as the case may be, in accordace

with its term, subject to banptcy, insolvency,
reorganization or other similar laws affecting the
enforcement of creditors' rights generally and subject, with respect to enforceability to general principles of

equi ty regardless of whether enforcemnt is sought in a
thereunder, and the Purchaser and its special counsel
shall each have received one fully executed copy of each

proceeding in equity or as law, and no event shall have occurred which constitutes or, with the passage of time

or with notice or both would constitute a default

thereof.

(v) Each of the related Guaranty Ageement and the related MORI Letter Ageement shall have been duly authorized, executed and delivered by Marriott or MORl, as appropriate, shall be in full force an effect and shall constitute a legal, valid and binding ageement of Marriott or MORl, as appropiate, enforceable against Marriott or MORI, as approriate, in accordce with its term, subject to banruptcy, insolvency, reorganization
3"00. 00007\PD.'
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MA - 008675

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or other similar laws affecting the enorcement of

creditors' rights generally an nbject, with reap to

enforceability, to general principlea of eqity
regardles8 of whether enforcemet is sought in a
proceeing in equity or at law, and no event sbal have occurred which constitutes or, with the pas..ge of ti_ or with notice or both, would coiititute a default uner

such agreemt, and the Pu.er and it. spcial c0Uel

agreement.
:

shall each have received one fully excuteC cop of such
(vi) The Purchaser shall have received a favorable

opinion of counsel for the Compy, Mal an Maiott

dated the Closing' Date and substantially in the form of Exibit A-l, A-2, A-3 and A-l, respectively, hereto.'

I

(vii) The Puchaser shall have received a favoable opinion dated the Closing Date of special counsei to the

Company in each state in which the Mortgage Loa are

located with respect to such series, in form an
substance satisfactory to the Purchaser.

opinion in respeçt of certain banptcy-related matters
substantially in the form of Exbit C hereto.

(viii) The Purchaser shall have received a favorable

from Brown & Woo, dated the closing Date and

opinion of counsel to Sun Ban, as Trutee and as
substantially in the form of Exibit 0 hereto.

(ix) The Purchaser shall have received a favorable

Collateral Agent, dated the Closing Date and

(x) The Puchaer shall have received a favorable
opinion of counsel to Sun Ban, as COllateral Agent, as to the secuity interest of the Collateral Agent, in the
Reserve Account, dated the Closing Date and substantially

in the form of Exibit P hereto.
(xi) The Purchaser shall have received a favorable

opinion of counsel to the Letter of Credit Bank as to enforceability of the Letters of Credit, in form and substance satisfactory to the Purchaser.
(xii) The Puchaser shall have received an opinion of its spcial counsel, in form and substance acceptable

to it.

(xiii) The Company., MORl and Marriott shall each have delivered to the Puchser a certificate, dated the

Closing Date and excuted by both the Chirm of the Board, the President or the SXecutive or any Vice

President and the Secretary or any Assistant Secretary of
5

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MA - 008676

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the Company, MORI or Marriott, as the cas. may be, sustantially in the form of Exibit G-1 hereto (with
respect to the Company), Exibit G-2 hereto (with reçect

Marriott) .

to MORI) and Exbit G-3 hereto (with respec~ to

executed by both the Chirm of the Bord, the Pre.iden~ or the Sxecuti ve or any Vice President and the Secretary
:
or any Assistant Secretary of Sun Ban, substantially in the form of Exibit H hereto.

Puchaser a certificate dated the Closing D.te and

(xiv) Sun Ba shall have delivered to the

I

Certificate as to the charter, by-).aws, bod resolutions and other related corprate matters of those reapc:tive Persona, in form and substance acceptable to the Purchaser.
satisfactory

(xv) Each of the Marriott Parties and Sun Ban shall have delivered to the Purchaser a Secretary's

(xvi) The Trustee shall have provided evidence
to the Purchaser that it has received the

Mortgage Instrument purauant to Section 2.01 of the pooling Agreement with respect to each Mortgage Loan
relating thereto.
(xvii) The Certificates shall have been rated "A" by Duff & Phelps Cre~:Ut Rating Co., or have been rated the

rating deemed equivalent to such rating by such other Rating Agency as may rate any Series pursuant to the mutual agreement of the Grantor and the Puchaser.
(xviii) Camp Dresser &I McKee, or such other company as shall be appointed for such purpse by the Grantor, pursuant to a mutual agreement between the Grantor and

environmntal report in respect of the Mortgaged
Properties acceptable to the Purchaser.

the Purchaser, shall have fUrished a Phase I

(xix) The Company or another Marriott Party shall have paid all taxes, fees and goVernmental charges, if

any, due in connection with (a) the execution and
delivery of the related Pooling Agreement, the related
Collateral Agreement, the related Guaranty Agreement, the

related MORI Letter Ageemet, this Purchase Agreemet

and any Assignt (collectively, the "Ageemets"), (b)

execution and delivery of any Reserv Letter of credit or

Repurchase Letter of Credit pursuan~ to any of the
Ageements, (c) the sale, assignt and transfer by MORl

of the Mortgage LOan to the Comany, (d) the sale,
6

assignent and tranfer by the Company of the related

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MA - 008677

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Mortgage Loans to the Trusts and (e) the execution.
delivery, issuance and sale of the related Series.

Series shall be permitted by all laws regating
without recose to provision (such êU the present provision of section 1405 (a) (8) of the New York
Insurance Law) permtting limited investments without

(xx) The purchase of and paymnt for the related

investments to whlch the Puchaser may be Subject.

restriction as to the character of the paricular

investment.

:

(xxi) The Company shall have applied for a private

placement numbr. for the Certificates of the related

Series.

I

(xxii) All opinions, certificates and other
documents incident to, and all proceediDg in coiection

with the transactions contemplated by, any of the
Agreements shall be satisfactory in form an substance to

the Purchaser and its speCial: counel. The Pucu.er and

its special counsel shall have received copies of all documents and other informtion as they may reasonaly request, in form and substance satisfactory to the Purchaser and its special counsel, with respct to such

connection therewith.

transactions and the taking of all proeedings in
(xxiii) The Purchaser shall have received a receipt

or other evidence satisfactory to it from Sun Ban
confirming the receipt by Sun San of (a) the depsit of
funds into the Reserve Account in the amount specified in Section 3 (a) of the related Collateral Ageement and (b) the initial deposit of funds into the Collection Account

Agreement.

pursuant tò Section 3.05 .(a) of the related Pooling

Prentice Hall Corporation System (-Prentice Hall")

(xxiv) The Purchaser shall have received from

evidence satisfactory to the Purchaser that Prentice Hall has accepted the appointment by the Company and MORI of it as Process Agent (as defined below) .

(xx) The weighted average of the interest rates on the Mortgage Loans comprising any Pool shall not be less

tha the sum of (a) the interest rate pay¡Ule on the
Certificates of the related Series, (b) the Trstee pee Rate, (c) the Servicing Fee Percent (each as defined in

the related Pooling Ageemet) and (d) 2 ..ot. The
Servicing Pee Percent with respct to any Pool shall not be less than fifty basi. point..
7

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MA - 008678

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(xxi) The Marriott Paries shall have duly authorized executed and delivered such furher
agreements, opinions, docuents or instrumet. as may be necessary to the accomlishment of the purses set forth herein and in the Agreemnts an a. shall reasonably have

been requested by the Pucher.

been fulfilled when and as proided by this Puchase Ageemnt, or if any of the opinions an certificate. meDtionec abve or elsewhere in this Purchase Ageement shall not. be satisfactory in
'the affected Series may be Purè:haser hereunder with respect to cancelled at, or at any time prior to, the related Closing Date by

If any of the conditions specified in this Section 4 shall not have

form~ and substance to the Purchaser and special counsel to the purchaser, this Purchase Ageement and all obligations of the

the Purchaser. Notice of such cancellation shal be given to the

,ompany in writing, or by telephone confirmd in writing. Such cancellation shall be without prejUdice to any rights, claima or

remedies that the Puchaser and the compy may have puraut to
Purchaser, as the case may be, or any other' person by reason of

this Purchase Ageement or otherwise against the Company or the
remedies that the Company

such cancellation and without prejudice to any rights, claima or or the Puchaser may have pursuant to the

other Agreements relating to any other Series against the Puchaser
or the Company, as the case may be, or against any other person

wi th respect to such other Agreements.

5. Re1)resentations and Warranties. (a) The Comany represents and warrants to the Puchaser, with respect to the
initial Series as of the date hereof and, with respect to each of

the remaining Series to be closed in 1994 l as of the related

Closing Date, as follows:

(i) Each of the Agreements with respect to each Series to which it is a party has been or will have been by the related Closing Date duly authorized, executed and
delivered by the Comy

delivery by the other paries thereto, constitutes or
with. its terms, subject to applicable banruptcy,

an, assumng due execution and

will constitute a legal, valid and binding agreement of the Company enforceable against the Company in accordance
insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcemet

is sought in a proceeding in equity or at law). The
Certificates, when executed, issued, authenticated and

delivered in accordace with the related pooling
Ageement and sold to and paid for by the Puchaser as
provided herein, will be validly issued and outstanding

and entitled to the beefits of the related pooling

Agreement and will constitute valid instruments enforceable in accordance with their term. Upon
39900. OOD07\PU.'

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delivery to the Puchaser of the relateã Certificates,

the Purchaser will be vested with sole beneficial

ownership of and all equitable rights, title and. interest.

equity, lien, encumbrace, pledge, chae secuity
pooling Ageement) .

in and to the related Trst Istate, free ar clea of any

interest or other claim (legl title to tl1 Mortg.,_ Loan being held by the Trtee for the beefit of the
relevat Certificateholders as provided in the related

f

Certificates of the relevat Series, nor the consuntion
of any other of the transactions contemlated in any of the related Agreemnts to which it is a pary or will be

(ii) Neither the issuace or sale of the

a party pursuant to the this Puchse Ageemet, nor the of
execution, delivery or performce of th teiw of any

)

such Agreements, will (a) result in the breach of an
term or proviSion of the certificate of incorpration 01'

by-laws of the Company, (b) coflict with, result in a

breach or violation of or the acceleraeion of
indebtedness under. or constitute a default under, the

agreement or instrument to which the Comany is a. party or will be a party pursuant to this Purchas. Ageemet or
by which it is bound or will be bound pursuant to this

terms of any other Poling Ageement, indture,.

Purchase Agreement, or any statute or regulation
applicable to the Company or any order applicable to the

company of any court, reglatory bo, aàmnistrati ve
agency or governmental body having jurisdiction over the

Company or (c) result in the creation or impsition of any lien, charge or encumbrance upo the relevant Pool, Series or any property or assets of the Company. The
Company is not and will not be a pary to, bound by or in

breach or violation of any other pooling Ageement,
indenture, agreement or instruent, or subject to or in violation of any applicable statute or reglation or any

order of any cour, reglatory bo, admistrative
which materially and adversely affects, or may in the future materially and adversely affect, (a) the ability of the Company to perform its obligations under any of

agency or governental bo having jurisdiction over it,

the Ageements to which it is a party or (b) the
busines., operations, financial condition, prospects, properties, mortgages or assets of the Company.

(iii) No' consent, approval, authorization of,

registration or filing with, or notice to, any
governmental or reglatory authority, agency, department,

commission, board, bueau, bo or inatruentality is

required for the execution, delivery or performce of or compliance by the Comy with any of the Agements to
9

which it is a party or will be a party pursuant to this
39900. OOOO,\PO..

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Page 15 of 73

Purchase Ageement or the Certificates, or the offer, issue, sale or delivery of the certificate, or the consummtion by the Company of any other tranaction contemplated under any of the Ageemnt. to which it i.

a pary or will be a pary pusuant. to this Pucha.e
Agreement. No

tax, a....net Or other goverital

of (a) the execut.ion, delive:r or perfon-e of any .ch
A.greement., (b) the sale, aaaignt azêl trarfeJ: to the

charge will become payale by the Pucha.er as a re8Ult

í

Collection Accout. pusut to the relevant Pooling Agreement or (c) the extioa, delivery, issuace and

Trust of the relevant Pol an other pZ'y required to be remitted by the Comy for depo.it in the relevat

I

sale of the relevat. Series an neithe the owership of the relevant Pool and such other' proprty recpred to. be remitted for deposit in the relevant COllection Account nor the servicing thereof by the Seiøe..purnant to the

relevant Poling Ageemet will, in and of itself, reault

in the Purchaser becoming subject to taxtion 01" being deemed to be doing busine.. in an juri.diction in which any Mortgaged Property is located.

against, or investigation of, the Compy pendig or
aggregate, (a) may result .in any material adverse change

(iv) There is no action, suit or proceeding

threatened, before any court, admnistrative agency or

other tribunal which, either individully or in the

in the business, operations, finacial condition,
prospects, properties, or a.sets of the Comany or in any

impairment of the right or ability of the Company to

which it is a party or will be a pay purnant to this.
Purchase Ageement or the relevant Seri.. or (c) seeks to

carry on its business substantially as now conducted, or (b) asserts the invalidity of any of the Ageements to

prevent the issuce of the relevant Series or the

might materially and adversely affect the performce by
the Company of its obligations under, or the validity or enforceability of, any of the Agreements to which it is

consumtion of any of the transaction contemplated by any of the Agreemets to which it is a party or will be a party pursuant to this Purchae Ageemet or Cd) which

a pary or will be a party pursuant to this Purchase

Ageemet or the relevant Series or (e) would cause the
description of the federal incom tax consequences of the

purchase, ownership and diapaition of the relevant
Series in the related PPM prepared by MOllI and delivered

to the relevant initial Certificateholders uner the

heading II Certain Federal Incom Tax COnaequences" to be

incorrect.

(v) None of the Maiott Parie., nor any
Affiliate of any of the Marriott Parties, nor any person
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authorized or employed by any of the Mariott Paries
has, directly or indirectly, sold or offered for sale or disposed of, or attempted or offered to sell or dispose of, Certificates of any Series, or solicited offers to

buy any Certificates from, or otherwise approached or negotiated with respect thereto with, any person or

persoM other tha the Puchaser and not more tha 25
other Persons. None of the Marriott partie., nor any Affiliate of any of the Marriott Paries will, directly or indirectly, offer or sell any Certificate. or similar security in a maer which would render the issuance and

:

sale of Certificate. of any Series pursuant to this

Puchase Ageement a violation of Section 5 of the

Securities Act of' 1933, as amended (the IIActll), or
I

require registration pursuant thereto, nor will it

offering and sale of a Series are exempt from the registration requirements of the Act. No Pooling
Agreement will be required to be qualified under the
Trust Indenture Act of 1939, as amended.

authorize any person to act iri such maer. Each

Certificates

will cause any of the Trusts to be, subject to

of any Series in the maner contemlated by this Purchase Ageement and the related Pooling Ageement
registration or regulation as an investment comany or affiliate of an investmet company under the Investment Company Act of 1940, as amended.
_' (vii) Each Mortgage Loan, when identified to the

(vi) No Trust is, and no issuance and .ale of

relevant Pool, assigned to the relevant Trt and
included in the Trust Istate underlying the Certificates of the related Series, will have been delivered to the

Trustee, together with an Assignt thereof by the
company, which immediately prior to such Assignnt will
own full legal and equitable title to such Mortgage Loan,

free and clear of any lien, charge, encumrance or.
participation or ownership interest in favor of any other

Person. Upn endorsement and delivery to the Trustee of the executed original Mortgage Notes and execution and delivery of the recorded Assignnts pursuant to Section

will be validly and effectively transferred to the
Trustee.
(viii) The Company will not, directly or indirectly, apply any par of the proceeda of the sale of any Series

2.01 (a) of the related pooling Agreement, all of the Comany's right, title and interest in and to such Pool

for the purpse (whether immdiate, incidental or ultimate) of purchasing or carring any "margin
securities" within the meaning of Regation G (12 CPR
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Part 207), promlgated under the Securities Exchage Act
of 1934, as amended (the "Exchage Act").

(ix) None of the Ageets, the PPMs or an other agreemet, dOCUent, certificate or statemnt furshed to the Purchaser or the Trtee by or on behalf of the Company pursuant to an of the Agmets, contains or
will contain any untrue itatemet of a materi.i fact or

omts to state a material fact neee..ar in order to mae

the statemts contained therei not misleadi. There
are no facts known to the Compan which, individually or in the aggregate, materially adversely affect, or which

I

expcted to materially adversely affect in the future,
I

(aside from general economic treds) may reasonaly be

the condition, busineaa or proapc;ts of, the company, or

which may impair the Coman's ability to perform its
obligations under any of the Ageemets to which it is a

party or will be a party pursant to this Puchase
Agreement, which have not i,en or will not be diMlosed

herein or therein or in the relevat ceificate. an other documents fumished to the Puchaser by or on

behalf of the Company pursut hereto or thereto
for use in connection with the tranac:tiona specifically contemplated hereby or thereby.

company in Sections 2.02 and 2.03 of each Poling Ageement are

(B) The representations and warranties to be made by the

hereby included in this Purchase Agreement to the sam exent as if fully set forth herein. The representationa and warranties to be made by MORl in Section 5.01 of each pooling Ageement are hereby included in this Purchase Agreement to the same exent as if fully set forth herein. The representations an warranties made by the company and MORI with respect to Mortgage Loan to be originated and acquired after the date hereof, an with re..ct to the Resorts

and any Aditional Resorts which may in the future be included
among Resorts whose Mortgaged Proprties may secur Mortgage Loans.

to be originated and acquired after the date hereof, which

representations an warranties are set forth in Schedules I and II
Agreement to the same extent as if fully set forth at this place.

hereof , respectively, are hereby included in this Purchase

contemplated here shall be consumted, MORI will pay, cause to
be paid, or reimburse the Purchaser upon dema for, all reasonale

6. Exens.s. (A) Whether or not the transactions

expenses (including, without limitation, all reasonable

out-of-pocket expses which the Puchaser, in its sole discretion,

may incur) in connection with any of the Agreemnts and the

transactions contemplated by any of the Ageemets and the relevat

Series of Certificates and the transactions contemplated thereby, incurred on or prior to the related Closing Datel (whether or not paid), including,' without limitation (i) the cost of printing or

otherwise preparing and reproducing the Ageements and the
39900. OOOO?\PU.'

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.,

q

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Document 87-2

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Page 18 of 73

Certificates and all exhibits to any of the Ageements, (ii) the cost of the performnce by any of the Marriott Parties of all of the Ageemts on its
agreements an conditions contained in any

part to be performd or satisfied, Ciii) the coat of obtaining private placement numbrs for the Certificates and the cost of

purchased by the Puchaser, (iv) any an all paymt or l1uility with respect to, and los. with respct to or resuting fro, the non-payment or delayed payment of any an all placemnt fee. or other liability which any of the Maiott Paries uy be or become
oblig~ted to pay any agent, finder or broker in connection with any

delivering to the Puchaser's hom office the Certificate.

tr~action, (v) the reasonale legal fees, expenses and
dislNrsements of special cOWUel to the Puchaer, (vi) the

Network, Inc.), the underwiter employed by the Puchaser, (vii)

reasonable fees, expnses and disbursements of (G & S Consulting
any expenses incurred by the Purchaser relating to or arising out

iif the sale or transfer of the Servicer'sservicing of any Poland rights, obligatiou and responsibilities in connection with the (viii) the fees and exses of Sun Ban and any aget of S\ Ban
and the fees and disbursements of cowiel to Swi Ban, in connection with the execution' and delivery of the Poling
(B) MORI will pay, cause to be paid, or reimbra. the
Certificateholders upon demad for, all expse. (including without
Agreements, the Collateral Agreements and the Certificates.

limitation, all reasonable out-of-pocket expnses which such Certificateholders, in their sole discretion, may incur) in
connection with any amendmnt to or waiver of any

of the Ageements

or such Certificateholders' Certificates which are initiated by any

of the Marriott Parties (whether or not such amendmts or waivers

become effective), including, without limitation, (i) the cost of printing or otherwise preparing and reproducing the Ageements and any Certificates subsequently issued under the Ageements and all

exhibits to any of the Ageements, (ii) the cost of the performce
satisfied, (iii) the cost of delivering to such Certificateholders' home offices the Certificates purchased by such Certificateholders,

by any of the Marriott Parties of all agreements and conditions contained in any of the Agreements on its part to be performed or
(iv) the legal fees, expenses and disbursements of one separate special counsel to the Certificateholders of Certificate. of any

Series, (v) any expnses incurred by such Certificateholders

relating to or arising out of the sale of the Servicer's rights, obligations and responsibilities in connection with the servicing

Agreement, Collateral Ageement or such Certificateholders'

of each Pool and (vi) the fee. and exenses of Sun Ban and any agent of Sun Ban and the fees and disbursements of cousel to Sun Ban in connection with any amedment to or waiver of a pooling

Certificates.

(C) The company will also pay, and will save the
Certificateholders harmess from, any and all liabilities with
respect to nonpayment or delay in payment of, any taxes, fees and
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Document 87-2 "'

Filed 02/01/2008

Page 19 of 73

chages which may be payable to any governental bo or regatory

authority in connection with. (i) the execution an delivery of any
of the' Ageements relating to the relevant Series, (ii) th
transfer by the Comany of each Pool to the relevat Trt, (iii)
the execution, delivery, issuance

and sale of each Serie., (iv) an

amendment or waiver initiated by any of the Maiott Paries

taxe.. or taxes on or measud by the Certifieatehøldera' incom or profits and (v) any reasonale coats an exes incured by any
Certificateholders defending against the same. ,

respect of any of the Agemets or any Serie., other tha tranfer

(whether or not the sam are ever declared effective) under or in

':: (D) The Company will also payor reimburse each
Certificateholder upon demad for, all reasonable exenses
(including, without limitation, all reasonale out-of-pocket

j.ncur) in connection with the enforc.met by such Oertificateholder
of this Purchase Agreement, the relevant Pooling Ageement, the

expenses which such Certificateholder, in its sole discretion, may

relevant Collateral Agreement and such Certificateholders'

Certificates and the transactions contemlated hereby or thereby,

in the event of any failure by the Compy to comply with the
provisions hereof or thereof or with any suit for or the collectioa

of any overdue amount payable by the Compy under this Puhase
7. The Purchaser's Reore.entations.
represents to the company as follow:

Agreement, the relevant Pooling Ageement, the relevant Collateral Agreement and such Certificateholders' Certificates.

(a) The Purchaser

(1) The Purchaser is acquiring each Series for its own account and not with a view to or for sale in connection with

any distribution thereof. Subject to the exress provisions

of this Purchase Ageement, the dispsition of any Series

The acquisition of any Series by the Puchaer on the k'elevant
Closing Date shall constitute the Purchaser's reaffirmtion of

shall at all times be within the control of the owner thereof.

such representation. The Purchaser agrees that any sale or
other transfer of any Series will be made by it only when such

sale or other transfer is made pursuant to an effective
registration under the Act or when such sale or other transfer

is otherwise made in compliance with or pursuant to an exemption from the Act. The Purchaser is an accredited
investor within the meaning of the Act.

(ii) The funds used by the Purchaser to purchase any

Series are and will be fro the general account of an
insurance company.

(b) The obligation of the Comany to sell to the Purchaser any Series of Certificates (after the initial Series) on the related Closing Date shall be subject to the delivery by the Puchaser on such Closing Date of a representation letter to the
39'00. 00007\PU.'
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Page 20 of 73

effect that the Purchaser is an accredited investor within the
meaning of the Act as of such date.

8 . Inv,.ti9at~Rln ~itn Res~ct to Re¡Jre,ent.ation. and
lfarranties. The Purchaser shall have no obligation on or prior to

the Closing Date to verify, confirm, or otherwse mae an

investigation as to the accuracy of the representatiou and

warranties contained in any of the Ageemets or otherwi.e .._ in

writing by or on behalf of any of the Maiott Parie. in
connection with the tranaction. conteailated under any of the Agree~ents and all other agreements, and the representations and warrlties contained in any of the Ageements or otherwise made in

wriMng by or on behalf of any of the Maiott Parties in connection with the transactions contemplated in any of the'

Agreements shall (a) be deemed to be material and to have been relied upon by the Purchaser, nQtwithstanding any investigation

,eretofore or hereafter made by the Pucher or any aget on

behalf of the Purchar and (b) surive the excution and delivery of this Purchase Agment, any investigation at any time made by
agent on its behalf, the sale and purchase of the Purchaser or any all of the Certificates and paymnt therefor by the Purchaser and

execution and delivery of all the other Ageemets.

9. Pavmenta. The Puchaser has requested, and the Coany
hereby acknowledges, that the Comany shall cause the Trustee to

make all distributions on or with respct to all of the
Certificates to the Puchaser, so long as the Purchaser shall be the registered owner of the Certificates (or any Certificates exchanged therefor), by electronic funds transfer in immdiately available funds at the opening of business on the date on which such distributions are due through the Automated Clearing House system to the following account of the Puchaser (or such Other

writing) together with sufficient informtion (including interest

account as the Purchaser may fro time to time designate in

rate, designation of the Certificates an the issuer thereof, total payment and principal and interest portions of such payment) to identify the source of such paymnt including the nomnee names in which the Certificate. may be held: Morgan Guaranty Trust Company,

New York, New York, AB Numbr 021000238, for deposit to the
Account No. 121-85.001. The Company shall enter into an agreement

account of Teachers Insurance and Anuity Association of Amrica
similar to that contained in this Section with any other
institutional investor (or nominee thereof) who shall legitimately hold any Certificate.

10. I~"mDification a~tI Contr:Lbution. (A) Whether or not all other transaction. contemplated hereuner are conauted, the

of the Certificates are puchased by the Puchaser or any of the
Company hereby agree.. to indemnfy and hold harme.. the purchaser,

its affiliates and any of their respctive directors, officers,
agents and employees and each other person, if any, controlling any of the foregoing (within the meaning of either Section 15 of the
39900. 00007\PC.'

15
MA - 008686

Case 1:01-cv-00256-CFL

.. Document 87-2

Filed 02/01/2008

Page 21 of 73

Act or Section 20 of the Exchage Act) (each an "Indemified Person") from and against any loiiei, claime, dage., paymt.,
costs, taxes (including interest, penalties and additions to tax)

to, all legal fees and exen.e., aD any an all other exei
become subject aa provided in the followin clause. (i) and (ii):

action, suit or proceeding, pending, COtced or threatene4 (collectively, "Dagei") to which any Ind-iiiec Pe:r.on may

liaDilities, obligations and expses (includng, but not limited incurred in investigating, preparing or defenng agaiit &Dr

( i) Damges, whether incu directly or indirectly, by
withholding or offset or otherwise al a result, solely or in part,

of '~y obligor or payor with respect to any Mortgage Lo being a citìJ.zen or resident of, or maing any paymnt from, any coutry (or

political subivision thereof) or any place other tha the "United States" (as defined in section 7701 (a) (9) of the Internal Revenue Code of 1986), including, without limitati9n, any Damgei ariiing ;out of any applicable exchage control or withholdi tax lawi" rules or regulations and (ii) Damages ariiing out of, in connection ion by an PerlJn of With or relating in any way to (a) the ..But

any claim (other tha any claim alleging the violation of any

environmental statute, order or reglation) against such
Indemnified Person relating to the owerihip, opration, repair,

use or maintenance of any Condomniwi Project or Mortgaged
Property, which claim is the result of an action or omission of the Company or any Affiliate of the Company, (b) the aisertion by
any Person of any claim alleging the violation of any

environmental

statute, order or regulation, which' alleged violation is the result

of any action or omission of the Comany or any Affiliate of the Company, (c) the breach of any of the covents, repreientations or

warranties made by or on behalf of the Comany in any of the
Agreements other than the representationi or waranties made by the Company in Sections 2.01 and 2.03 of each of the Pooling Agreements or (d) the noncompliance of the Mortgage Loani or the sale of the Mortgage Loans or the Mortgaged Proprtiei with any applicable law. The Company further agrees that the indemnification, contribution and reimbursement obligations set forth in thii Section 10 shall apply whether or not the Indemnified Person is a forml party to

any such lawsuits, claims or other proceedings. The Company

further agrees promtly upon de~d by an Indemnified Person, at

any time or from time to time, to reimburse such Indemnified Person for, or pay, any Damages as to which the Company hai indemnified such Indemnified Person pursuant to this Purchase Agreement. The company will not be responsible for any Damage. to the extent that a court of comptent jurisdiction shall have determined that such

Damages resulted primarily from auch Indeified Person's
negligence or willful misconduc~ and such determnation is final and nonappealable.

The indemnity, contribution an expns reimbursement
obligations of the Company. under this Section 10 shall be in addition to any liability it may otherwise have at law or in

equity.

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Document 87-2

Filed 02/01/2008

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of the comcement of any action or proceeding, such Indemnified
Person will, if a claim in respect thereof is to be made against

(B) Promptly after receipt by an Indemnified Per.on of notice

the Company hereunder, notify the company in writing of the

notify the Comany will not relieve the Compy from any lability
that it may have to any In case an such action Indemnified Perso, the therein and the Comany Indemnified Person under this Section 10. or proceedig shall ia brought agaiut any Company shall be entitled to participate shall assu the defense thereof, includin9

commencement thereof; but the Indemified PersQn' s failure 80 to

the employment of counel reasonably satisfactory to the Ind~ified Person and the payment of all expense.. The
Ind6mnified Person shall have the right to emloy separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the exen.e of such Indemnified Person unless (i) the Comany has agreed to pay

,,uch fees and exnses, (ii) the Compy shall have failed to

assume the good faith and diligent defense of such action or proceeding or to employ counsel reasonably sati.factory to the Indemnified Person in any such action or proceeding or (iii) the

named parties to any such action or proeeding (including an impleaded parties) include both the Indemified Person an the
company and the Indemnified Person shall have been advised by the Purchaser's special counsel that either (a) the counsel selected by

the Company to represent such Indemnified Person has, in the
judgment of such Counsel, a conflict of interest or (b) claims and defenses not available to, or divergent from the interests of, the Company are available to such Indemnified Person (in which case, if the Indemnified Per.on notifies the Company in writing that the

Indemni f ied Person elects to employ separate counsel at the exense

of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified

Person, it being understood, however, that the Comy shall not, in connection with anyone such action or proceedngs or separate
more than one separate firm of attorneys at any time for all
Indemnified Persons, which firm shall be designated in writing by a majority in interest of the Indemnified Persons). If the Company assumes the defense of any such action or proceeding, the Company shall not enter into any settlement affecting: any Indemnified Party

but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of

the term of which require anything other tha the payment of
Damages without the prior written consent of the Indemnfied Party,

which consent shall not uneasonably be withheld or delayed.

(C) If the indemnification provided for in clause (A) of this Section 10 is unavailable to an Indemnified Person in respect of

any Damages, then the Comany, in lieu of indemnifying such
Indemnified Person, shall contribute to the amunt paid or payable

by such Indemnified Person as a result of such Dag" in such
proportion as is appropriate to reflect the relative fault of the
3"00. 00007\PU.'

17

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\

Case 1:01-cv-00256-CFL

Document 87-2

Filed 02/01/2008

Page 23 of 73

Company

on the one hand and of the Indemnfied Perso on the other hand in connection with the statemets, actions, circutances or omissions that resulted in such Damages, as well as any other

relevant equitable consideration. The relative fault of the
Company on the one had and of the Indemnified Person on the other

had shall be determned by reference to, among otlir thgs, (1)
the relative beefits received by the coany

on tl- 0" li an

opportunity to correct or prevent such statemnts, actions,
in connection with investigating or defending any such claim.

the Indemnified Person on the other from the tranaction ancl (ii) the paties' relative intent, knowledge, acce.s to informtion and

circutances or omssions. The amunt paid or payable by a pary as . result of the Damages referr to ab .hall be deemed to

inc!ude any legal or other fe.s or ex.s inc: by such pay
Each of the Company an the Purchaser agres that it would not

Ie just and equitable if contribution pursuant to the immately
misrepresentation (within the meanng of Section 11 (f) of tli Act) shall be entitled to contribution from any person who was not guil ty of such fraudulent misrepresentation.

preceding paragraph were deterined by any metho of allocation which does not take into account the equitable c0Diderations referred to in such paragraph. . No perso guilty of fraudulent

shall be in writing and shall be sent by facsimile tranission an

11. Notices. All notices and other commications hereunder

by overnight mail delivered by a nationally recogized overnight delivery service, addressed (a) if to the Purchaser, to 730 Third Avenue New York, New York 10017, to the attention of Secuities Division, Third Floor, or to such other addess a. the Purchaser shall have furnished to the Comany in writing, (b) if to the

Attention: Treasur Department - Treasuer, Law Department -

company, to 10400 Fernwood Road, Beth..da, Maland 20817
to 1200 U.S. 98 South, Suite 20, Laeland, Florida 33801,

Associate General Counsel, or to such other adde.. as the Company shall have furished to the Purchaser in writing or (c) if to MaRl,

Attention: Finance - MT 1993-A or to such other address as MORI shall have furnished to the Purchaser in writing. Any notice so given by registered or certified mail shall be deemed to have been
given five days after being deposited in a depository of the United

States mails. Any notice given by mean of a nationally recogzed

overnight delivery service shall be deeme to have ben given upon receipt thereof as evidenced by confirmtion of receipt provided by

such nationally recogized overnight delivery service.

CONSTRUED AN BNrteB IN ACCORDCE WITH AN GOIR BY TH LA
OF TH STATE OF NE YORK.

12 . M:laae11anequs. (A) THIS POCHB AG SHA BS

(B) AN ACTION OR PROCEDING AGNST TH COAN OR MORI RELATING IN AN WAY TO THIS AGR MAY BE BROtJ AN ENRCE
IN TH COURTS OF TH STATE OF NE YOIU, COtJ OF NE YOIU, OR OF
39900. 00007\PO.'

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MA - 008689

Case 1:01-cv-00256-CFL

Document 87-2

Filed 02/01/2008

Page 24 of 73

TH UNITl STATES FOR TH SOtl DISTRICT 01' .. YOU Al IA 0'

TH CQAN AN MaRl IRRCALY SOMITS TO 'f .:rOltISOICTOl OF

DCH SUCH COtJT (AN AN APPBLTB COURT FROM AN TH) IN
REPECT OF AN SUCH ACTION OR PROCIR. BACH 01' TD COAl -Ð MORI IRROCALY APPOINT PRBICS BA, 15 COLOMUS CIRCL, ..

YOB, N.Y. 10019 AS ITS AC (TI -lR AG-) '1 IIna

ACTION OR PR()IN III 'l STAT 01 .. YOU. $0 LO AS 'r COMPAN OR MORI HA Al Ol1.lcaTIOl UlD TIll ~, IT wii.

SeaVlCE OF PROÇSS OR OT LJ SU PO PO 0' Al SU
MAINAIN A DULY APPOIR' AGD I1 NØ YO CITY PO TØ SBRCB OF SUCH PROCSS OR SUNS. SUCH SUvies MAY B& MAS BY MALING OR DEL¡WRING A COpy 01' SUCH PROS TO '1 COAl OR MOR!, AS TH

ABOV' FOR SUCH PR0CS AG, AJ TH aoAØ M1 MU SA _1'
OF AN AN AL PROCBS IN AN SUCH ACTION OR PROCnt IN TS aft

CAt MAY SB, III CA OF 'l PROCS AG AT TØ øÐ-S SPSCI'IIO IRROCLY AUTrtIZIS AN DIRECTS su PROCI AG TO ACCØ SlJCH SSlVia: ON ITS SBH. AS Al AL'l'1tv Ml'Ø1) 0' SlVICB, M COAN AN MORI BACH AL IUBY COS-i. TO TR SDICS
OF NE YOU BY TH MAILING OF COPIBS OF SUCI PlSS TO TH CQMt
MORI, AS TH CAE MAY BI, AT ITS ADDRESS AS PROVIDIO FOR. NariCB

HERBBR. .
INCONVIENT FORUM.

MAY NOW OR HE HAW TO TH LAYING OF VB OF AN SUCH ACION OR PROCDING IN TH SORI COtJT or TH STATS OF NE YOU, COU

FULEST EX PSRITT BY APPLICALE LA, AN OBJCTIOll THT IT
OF NE YOU, OR TH UNITE STATIS DISTRICT COtJT FOR Tø SOO'

EACH OF TH COMPAN AN MertI IRRLY WAIV, TO TH

DISTRICT COURT OF N£ YOU, AN AN CLIM THT AN SUCH ACTION OR

PROCEEDING BROUGH IN AN SUCH COURT HA BUN BROU IN AN

Purchaser to serve legal process in any other maer permtted by
law or affect the right of the Puchaser to bring any action or
proceeding against the Company or MORI or their respective property in the courts of other jurisdictions.

Nothing in this Section 12 (D). shall affect the right of the

(C) The Agreements supersede all prior agreement. and
understandings relating to the subject matter hereof.

(D) The headings in this Puchase Ageement are for purposes
of reference only and shall not limit or define the meaning hereof.

(E) This Purchase Agreement shall be binding upon the
respective successors and assign of the paries hereto and shall inure to the beefit of aJd be enforceable by any registered ower or owners at the time of each Certificates the isauee, or any part thereof. No right or duty under this Ageet may be a.signed or delegated by the Compy or MORI withot the written consent of the

Purchaser.

39900. 00 007\

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19

MA - 008690

Case 1:01-cv-00256-CFL

Document 87-2

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Page 25 of 73

Section 4, this Purchase Agreement may be chage, waived,
discharge or termnation is sought.

(F) Except as otherwise provided in the final pagrh of

discharged or terminated only by an instruent in writin sign4 by

the party against which enforcemet of such chae waiver,

several couterpars, or by different parties in separate
counterparts, each of which counterpart. shall be an originl, but

(G) This Puchase Agemet may be executed aimultaneouly in

all of which shall collectively constitute one and the same

insi:r.nt. :

wholly-owned subsidiaries as the purchaser of any Series to. be
purchased by it hereunder, by written notice delivered to the Jtompany, which notice shall be signed by Teacher. an4 such

:. (8) Teachers Insurance and Anuity "sociation of Amrica (IITeacher.lI) shall have the right to subtitute one of its

bound by this Purchase Agreement and to all other related
Agreements. The company agrees that, upon receipt of any such notice, whenever the word "Purchaser- is usec in this Puchse to Teachers or whenever Teacher. ia refer Agreement in reference
to by its own name or any other name or term in the related Poling Agreement or in any document, inatrumet, certificate, opinon or paper delivered pursuant hereto or thereto, such reference shall be deemed to refer to such subsidiary in lieu of Teachers. In the

subsidiary and shall contain such subsidiar' a agreemet to be

event that such subsidiary is so substituted hereunr and
thereáfter transfers any Certificates or any portion thereof to Teachers, upon receipt by the Company of notice of such transfer,

whenever the word nPurchaserll is used in this Pucha.e Ageement in
reference to Teachers or whenever Teachers is referred to by its

own name or any other name or term in the related pooling Agreement -

or in any documet, instrument, certificate, opinion or paper
deli.vered pursuant hereto or thereto, such reference shall be

deemed to refer to such subsidiary in lieu of Teachers only to the extent it retains any portion of such Certificates, and shal be deemed to refer to Teachers to the extent Teacher. own all or any

portion of such Certificates, and Teachers and auch subsidiary

Agreements.

shall each have all the rights of an original purchaser of Certificates under this Purchase Agreement and such other

39900. 00007\PD.'

20

MA - 008691

Case 1:01-cv-00256-CFL

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IN WITNS WHOF, the parties hereto have caused this
writeen abve.
Purchase Agement to be duly executed all aa of the date firat

MT CORPRATION

Attest:
By:

Name: iv,4 J . :JlJftl(
Title: ¡4~~1 S''TJo''ì Src,çi"t/i'1

f

MAIO' OWIP RBRTS, INC,

Name: \.'" rl(C 11 ".Jr~K
Title: ,4c.~'~íwl¥1 SH'Rç.T..i/.("

iy:

By: 4!~
By: Name:

Name: rt,' I f£ i
Title: V,~ ~I'Jø..t 1-

TEæD INSUCB AN ANITY
ASSOCIATIOR OP AMlCA
At test:

Title:

39900.

00007'PU.

7

21

MA - 008692

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Case 1:01-cv-00256-CFL

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Document 87-2

Filed 02/01/2008

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MA - 008693

Case 1:01-cv-00256-CFL

Document 87-2

Filed 02/01/2008

Page 28 of 73

Defendant's Exhibit
2

Case 1:01-cv-00256-CFL

Document 87-2

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Page 29 of 73

IWIO' OW1l BsoaTS, DI .

!
ii ¡ ¡; 1\ i 1.....\ 1 ii

:

November 22, 1993

Ii Ii

¡Teachers Insurance and Anui ty Association of America 730 Third Avenue New York, New York 10017
Sun Bank, National Association, as Trustee under the pooling and Servicing Agreement referred to below 225 E. Robinson Street Suite 350 orlando, Florid. 32802-0044

II ¡

Ladies and Gentlemen:

MTG Corporation, a Delaware corporation that is our whoiiy-owned subsidiary ("MT-), proposes to sell to reachers

Insurance and Anuity Association of Amrica (the -Purchaser") $69,201,992,31 aggregate principal amount of Marriott Timeshare pass-Through Certificates, Series 1993-A (the "Certificatesll).
Pursuant to the term of the Purchase Agreement dated November 1,

i 993 (the n Purchase Agreement ii) among M', the Purchaser and

ourselves, Marriott owership Resorts, Inc. ("MORI"), it is a purchase by the Purchaser of the condition precedent to the Certificate. that MaRl shall have executed and delivered this letter agreement (this "Agreement"). In consideration of the premises and in order to inc:ce the Purchaser to purchase the Certificates, MORI hereby agrees as follows (all capitalized terms not defined herein shall have the meanings ascribed to them

in the pooling and servicing Agment dated a8 of Novembr 1,
Sun Bank, National Association, as trustee (the "Trstee

II ) ) : 1993 (the "pooling and servicing Ageemettl) amng MT, MaRl and

1. MORI does hereby, as prima obligor an not as
surety only, irrevocably, absolutely and unconditionally

c:IdI\399.OlOIlGT .i
MA - 008694

Case 1:01-cv-00256-CFL

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guarantee to ~ach of the Purchaser and the Trstee, for the express benefit of all Holders of Certificates from time to time, the due and punctual paymnt of (a) each amount which M', a. Grantor, is obligated to pay pur.ut to Section. 2.01, 4.06 and

2.08 of the pooling and Servicing ~eemet, aì (b) each atunt

which MTG is obligated to pay purauant to M''. obli1atiori UDQ;er the Puchase Ageemet to tnde_ify each 1*.1.. ied Person (as defined in the Purchase Agemet) lot: (i) D_te. (any way to the noncompliance of the Mortgage Lean or of the sale of t),é Mortgaged properties or the Mortgage Loans with respect to anyCapplicable law and (ii) Damages, whether incred directly or indirectly, by withholding or offs.t or otherwi.. a. a result, solelY or in part, of any obligor or payor witb reepct to any Mortgage Loan being a citizen or resident of, or maug any ,aymnt from, any country (or political auvision tb.reo.f) or

defined in the Puchase Agreett) arising out of or relating in

any place other tha the "United Statea" (as aefine4 in secion 7701 (a) (9) of the Internal aevenue COe of 19.6), including,

without limitation, any Damages arising out of any applicable exchage control or withholding tax laws, rules or relations. The obligations of MOR¡ described in this paragraph 1 are sometimes hereinafter referred to as the IlGuarante.d

Obligations. II

2 . MORI agrees that, upon failure by MT to pay
punctually or when due 8AY part of the Guaranteed Obligations, MORI shall forthwith on demad pay the amount not so paid.

3. The obligations of MORI under this Age.ment shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, impaired or otherwise affected by (i) any extension, renewal,

settlement, comromise, waiver or release by ary Person of the

performance or observance of any of the agreements, covenants, terms or conditions contained in the Poling and servicing Agreement, the Collateral Security Agreemet dated as of Novet'er 1, 1993 among MTG, NORI and Sun Ban, National Association, as collateral atent (the "Collateral Ageemntll), the Purchase Agreement or the separate Guaranty Agreement (the "Guaranty Agreement") of Marriott International, Inc. ("Marriott"), dated the date hereof and addressed to the Trustee and the Purchaser (collectively, the "Agreements"); (ii) any c