Exhibit 10.82
RECEIVED
XXXXXXX COUNTY REGISTRY
009968 1997 AUG 21 PM 3:47
/s/ Xxxxxxx X. Xxxxxxx
REGISTER OF DEEDS
MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
(Attitash)
THIS MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (this "mortgage"
or "Mortgage") made as of August 1, 1997, by GRAND SUMMIT RESORT PROPERTIES,
INC., a Maine corporation ("Mortgagor"), having a mailing address of P.O. Box
000, Xxxxxx Xxxxx Xxxx, Xxxxxx, XX 00000 in favor of TEXTRON FINANCIAL
CORPORATION, a Delaware corporation, as administrative agent for Textron
Financial Corporation, as lender, and Green Tree Financial Servicing
Corporation, as lender (collectively, the "Lenders") (in such capacity herein
referred to as the "Mortgagee"), having a mailing address of 00 Xxxxxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000.
W I T N E S S E T H:
THAT Xxxxxxxxx has entered into a certain Loan and Security Agreement (as
amended from time to time, the "LSA"), dated as of August 1, 1997, with
Mortgagee and the Lenders, pursuant to which, among other things, the Lenders
have agreed, subject to the terms and conditions therein stated, to make one or
more loan advances to the Mortgagor in the aggregate maximum principal amount of
FIFTY-FIVE MILLION DOLLARS ($55,000,000), as evidenced by Xxxxxxxxx's promissory
notes, dated August 15, 1997, in said aggregate principal amount (as amended,
restated, extended, renewed or otherwise modified from time to time,
collectively, the "Note"), in which Note Mortgagor promises to pay said
principal amount (or so much thereof as may be outstanding from time to time),
together with interest thereon at a variable per annum rate of interest equal to
the greater of (a) 9.25%, or (b) the sum of (i) 1.5%, plus (ii) the Prime Rate
(as defined in the LSA) then in effect for such month, as more particularly set
forth in the LSA, and other amounts at the rates, at the times, and in amounts
as in the Note or LSA provided, until the entire principal and accrued interest
have been paid, but in any event, the unpaid balance (if any) remaining due on
the Note shall be due and payable not later than December 1, 2000 ("Maturity
Date");
THAT all capitalized terms that are not otherwise defined herein shall
have the meanings ascribed to such terms in the LSA; and
THAT in order to secure the indebtedness evidenced by the Note, Xxxxxxxxx
has entered into certain Security Documents (including the LSA).
NOW, THEREFORE, to secure the payment of the aforesaid indebtedness and
all future advances made in accordance with the terms and conditions hereof, of
the Note, and of the LSA, and all extensions, renewals, refinancings,
replacements and substitutions thereof,
After recording please return to:
Xxxxxxx X. Xxxxxxxxxx, Esq.
Xxxx & Xxxxxx
A Professional Corporation
Xxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
and the performance of the covenants and agreements contained herein and therein
and in the Security Documents, and also to secure the payment of any and all
other indebtedness, direct or contingent, that may now or hereafter become owing
from Mortgagor to Mortgagee or the Lenders whether under the Note, under this
Mortgage, or under any other Security Document or otherwise, Mortgagor does by
these presents hereby grant, mortgage, assign and transfer unto Mortgagee, as
administrative agent for the Lenders, its successors and assigns forever, with
MORTGAGE COVENANTS, all of the following (all of the following, together with
any additional property from time to time added to the following, is hereinafter
collectively referred to as the "Mortgaged Property"):
(a) all of Mortgagor's right, title and interest in and to the
"Quarter Interests" set forth on Exhibit A hereto, consisting of undivided
one-quarter fee interests in the Units of the Condominium set forth on
said Exhibit A, as provided for in, and as such terms are defined in, that
certain Declaration of Condominium Grand Summit Hotel and Crown Club at
Attitash Bear Peak, A Condominium, dated March 26, 1997, recorded on March
28, 1997, in Book 1692, at Page 989, of the Office of the Registry of
Deeds of Xxxxxxx County, New Hampshire, as amended from time to time (as
amended from time to time, the "Declaration"), and according to that
certain map entitled "Condominium Plan Grand Summit Hotel and Crown Club
at Attitash Bear Peak, A Condominium", dated March 27, 1997, and recorded
as Plan Number 159 / 53-65 in the Office of the Registry of Deeds of
Xxxxxxx County, New Hampshire;
(b) all of Mortgagor's right, title and interest in respect of the
Units or the "Quarter Interests", including, without limitation, (i)
Mortgagor's membership interest in and to the Grand Summit Hotel
Condominium Unit Owner's Association, Inc. and Xxxxxxxxx's voting rights
relating thereto, (ii) Mortgagor's interest in and to all furniture,
furnishings, fixtures and personal property of every nature relating
thereto, (iii) Mortgagor's interest in and to any Common Areas and Limited
Common Areas (as such terms are defined in the Declaration), and (iv)
Xxxxxxxxx's rights to insurance or condemnation proceeds payable in
respect thereof and to the proceeds of any sales, assignments or other
dispositions thereof;
(c) all of Mortgagor's rights, benefits and privileges from time to
time existing under or in respect of the Declaration and any and all other
documents or instruments now or hereafter relating to the Declaration, the
Condominium, any Unit and/or any of the "Quarter Interests", and
Xxxxxxxxx's rights relating to the management, government and
administration of the affairs of the Condominium, any Unit and/or any of
the "Quarter Interests";
(d) all of Xxxxxxxxx's right, title and interest in, to and under
any and all other leases, subleases, use or occupancy agreements, purchase
agreements, concession agreements or other agreements of any kind now or
hereafter relating to the Condominium, any Unit and/or any of the "Quarter
Interests", and all rents, issues, proceeds and profits accruing and to
accrue therefrom; and
(e) all of Xxxxxxxxx's right, title and interest in and to the
Convertible Land (which Convertible Land is more particularly described
and defined in the Declaration), whether such right, title or interest
arises under or pursuant to the Declaration,
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applicable law or otherwise, including, without limitation, Mortgagor's
development rights, declarant rights and rights to construct improvements
thereon, together with (i) all fixtures of any kind or nature owned by Mortgagor
located on or in, or used or intended to be used in connection with the
Convertible Land, the buildings, structures, improvements thereon, the Units
and/or the common elements and limited common elements in respect thereof, (ii)
all tenements, hereditaments, easements, appurtenances, riparian rights, water
rights, mineral rights, rents, issues, profits, condemnation awards, judgments,
settlements, claims, insurance proceeds and other proceeds and compensation,
option payments and any and all proceeds of any sales, assignments or other
dispositions, accounts, accounts receivable, option rights, contract rights,
general intangibles, permits, licenses, approvals, bonuses, actions and rights
in action, rights in trade names and other rights now or hereafter belonging or
in any way pertaining to the Convertible Land or the buildings, structures,
improvements thereon or the Units, (iii) all building materials, furniture,
furnishings, equipment and all other personal property owned by Mortgagor and
now or hereafter located in or on, or used or intended to be used in connection
with, the Convertible Land, the buildings, structures, improvements thereon, the
Units and/or the common elements and limited common elements in respect thereof,
and all renewals or replacements thereof or articles in substitution therefor,
whether or not the same are or shall be attached to said buildings, structures
or improvements in any manner, (iv) all of Mortgagor's right, title and
interest, whether now owned or hereafter acquired, in and to any construction
contract, architect's contract or engineering contract in connection with the
construction and development of the Convertible Lands, (v) all of Mortgagor's
right, title and interest, whether now owned or hereafter acquired, in and to
any payment, performance or other surety bonds obtained by any contractor or
subcontractor in connection with the development and construction of the
Convertible Lands and (vi) all of Mortgagor's right, title and interest, whether
now owned or hereafter acquired, in and to all rents, issues, proceeds and
profits accruing and to accrue from the Convertible Land;
(f) all proceeds and after-acquired title of any of the above.
TO HAVE AND TO HOLD the same unto the Mortgagee, as administrative agent
for the Lenders, its successors and assigns forever, for the purposes and uses
herein set forth.
THIS MORTGAGE SECURES, AMONG OTHER THINGS, FUTURE ADVANCES AND FUTURE
EXTENSIONS OF CREDIT. Each and every loan, future advance and other extension of
credit made under the Note, the LSA or any of the other Security Documents shall
be secured by this Mortgage equally with, and with the same priority as, the
proceeds initially advanced in respect of the Indebtedness (as hereinafter
defined). The maximum amount secured by this Mortgage is $75,000,000, which
includes an aggregate maximum principal amount of $55,000,000 of debt under the
Note (whether currently outstanding or by future advances), together with,
interest, fees and charges under the Note or the LSA, advances by Mortgagee of
taxes or assessments and/or insurance and/or other monies to protect the
collateral, plus costs of collection, including attorneys' fees and all other
indebtedness referred to above or otherwise herein (collectively, referred to
herein as the "Indebtedness").
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This mortgage is upon the STATUTORY CONDITIONS and upon the other terms
and conditions of the Note and the Security Documents, and upon the further
condition that in the event of any breach thereof or upon the occurrence of any
Event of Default (as hereinafter defined), Mortgagee shall have the STATUTORY
POWER OF SALE.
To the extent permitted by law, the lien of this Mortgage shall attach
automatically, without the necessity of any action by Xxxxxxxxx or any other
person, to all right, title and interest of Mortgagor in and to any and all
after-acquired property similar in character or type to any property
constituting the Mortgaged Property. Mortgagor shall promptly execute and
deliver to Mortgagee such documents and instruments as may be requested by
Mortgagee to confirm such lien. Xxxxxxxxx hereby irrevocably authorizes and
appoints Mortgagee the agent and attorney-in-fact of Xxxxxxxxx to execute all
such documents and instruments on behalf of Mortgagor, which appointment shall
be deemed to be coupled with an interest.
Xxxxxxxxx represents that it is the absolute owner in fee simple of the
Quarter- Interests described in Exhibit A, free and clear of any liens or
encumbrances except as set out in Exhibit B attached hereto, and except for
taxes which are not yet due or delinquent.
Mortgagor shall forever warrant and defend the title to the Mortgaged
Property against all claims and demands of all persons whomsoever and will on
demand execute any additional instrument which may be required to give Mortgagee
a valid first lien on all of the Mortgaged Property, except as stated in Exhibit
B.
MORTGAGOR COVENANTS AND AGREES AS FOLLOWS:
1. Mortgagor will duly and punctually pay any and all amounts evidenced by
the Note in accordance with the terms thereof and all other Indebtedness, when
and as due and payable. The provisions of the Note and the LSA are hereby
incorporated by reference into this Mortgage as fully as if set forth at length
herein. All payments received by Mortgagee or the Lenders from Mortgagor under
the Note or this Mortgage shall be applied as set forth in the LSA.
2. Mortgagor shall not create, incur or suffer to exist any lien, security
interest, encumbrance or charge on the Mortgaged Property or any part thereof,
other than as permitted pursuant to the terms of the LSA. Mortgagor shall pay
when due and as required by the LSA all assessments and dues and other amounts
required under any declaration or other instrument affecting the Mortgaged
Property.
3. Mortgagor shall comply with all present and future statutes, laws,
rules, orders, regulations and ordinances, and any easements, protective
covenants or other restrictions affecting the Mortgaged Property, any part
thereof or the use thereof.
4. Mortgagor (a) shall keep or cause to be kept the Mortgaged Property in
safe and good repair and condition; (b) shall not commit waste of the Mortgaged
Property, and (c) shall not remove any of the fixtures or personal property
included in the Mortgaged Property unless the same is promptly replaced with
property of at least equal value and utility and this Mortgage becomes a valid
first lien on such property or unless such removal is otherwise permitted under
the LSA.
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5. Mortgagor shall pay, or cause to be paid, all charges made by utility
companies, whether public or private, for electricity, gas, heat, water, or
sewer, furnished or used in connection with the Mortgaged Property or any part
thereof, and will, upon written request of Mortgagee, furnish proper receipts
evidencing such payment.
6. Mortgagor shall permit the Mortgagee, the Lenders or their respective
agents to enter upon the Mortgaged Property at all reasonable times for the
purposes of inspecting the Mortgaged Property or any part thereof, as more
particularly provided for in the LSA. Notwithstanding the foregoing, neither the
Mortgagee nor any of the Lenders shall have any duty to make any such
inspections.
7. If Mortgagor fails to perform or comply with any of the covenants and
agreements contained in this Mortgage or in any of the other Security Documents
or if any action or proceeding is commenced which affects the Mortgaged Property
or the interest of the Mortgagee therein, or the title thereto, then the
Mortgagee, acting pursuant to the direction of the Required Lenders or otherwise
in accordance with the LSA, may perform such covenants and agreements, defend
against and/or investigate such action or proceeding, and/or pay any money which
Xxxxxxxxx is required to pay hereunder or with respect to the permitted
encumbrances described in Exhibit B hereto, and/or take such other action as
Mortgagee or the Required Lenders deem necessary to protect their interests in
the exercise of their judgment. Mortgagee shall be entitled to rely on an
opinion of counsel as to the legality, validity and priority of any claim, lien,
encumbrance, tax, assessment, charge and premium paid by it and shall be the
sole judge of the amount necessary to be paid in satisfaction thereof. Mortgagee
is hereby given the irrevocable power of attorney (which power is coupled with
an interest) to enter upon the Mortgaged Property as Xxxxxxxxx's agent in
Mortgagor's name to perform any and all covenants and agreements to be performed
by Xxxxxxxxx as herein provided. Mortgagee will notify Mortgagor prior to or
contemporaneously with any action taken by Mortgagee pursuant to this paragraph
7, provided that the failure by Mortgagee to provide such notification shall not
affect any action so taken. Any amounts or expenses disbursed or incurred by
Mortgagee or the Lenders pursuant to this paragraph 7, or to otherwise enforce
any provisions of this Mortgage or to preserve any of the rights, powers or
privileges of Mortgagee or the Lenders granted or created hereby, including,
without limitation, attorneys' fees, including fees and costs incurred in any
appeal, with interest thereon as hereinafter stated, shall become additional
Indebtedness of Mortgagor secured by this Mortgage. Unless Mortgagor and
Mortgagee agree in writing to other terms of repayment, such amounts shall be
immediately due and payable, and, subject to paragraph 24 hereof, shall bear
interest from the date of disbursement at the Default Rate. Mortgagee shall, at
its option, be subrogated to the lien of any mortgage, deed of trust, or other
lien discharged in whole or in part by the Indebtedness or by Mortgagee under
the provisions hereof, and any such subrogation rights shall be additional and
cumulative security for this Mortgage. Nothing contained in this paragraph 7
shall require Mortgagee or the Lenders to incur any expense or do any act
hereunder, and neither Mortgagee nor the Lenders shall be liable to Mortgagor
for any damages or claims arising out of action taken by Mortgagee or the
Lenders pursuant to this paragraph 7 or out of any failure to so act.
8. Mortgagor hereby irrevocably assigns to Mortgagee, as administrative
agent for the Lenders, any award or payment which pursuant to the Declaration
becomes payable to
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Mortgagor by reason of any taking of the Mortgaged Property, or any part
thereof, whether directly or indirectly, temporarily or permanently, in or by
condemnation or other eminent domain proceedings or the settlement thereof
(hereinafter called "Taking"). Forthwith upon receipt by Xxxxxxxxx of notice of
the institution of any proceedings or negotiations for a Taking, Xxxxxxxxx shall
give notice thereof to Mortgagee. Xxxxxxxxx, notwithstanding that Mortgagee may
not be a party to any such proceeding, will promptly give to Mortgagee copies of
all notices, pleadings, judgments, determinations and other papers received by
Xxxxxxxxx therein. Mortgagor will not consent to, or enter into, any agreement
permitting or consenting to the Taking of the Mortgaged Property, or any part
thereof, or providing for the conveyance thereof in lieu of condemnation, with
anyone authorized to acquire the same in condemnation or by eminent domain
unless Mortgagee, acting pursuant to the direction of the Required Lenders or
otherwise in accordance with the LSA, shall first have consented thereto in
writing. All awards or payments payable as a result of a Taking shall be paid to
Mortgagee, and said awards or payments shall be applied (after first deducting
expenses, including, but not limited to attorney's fees, incurred by Mortgagee
or the Lenders in the collection thereof) to the reduction of Indebtedness
(whether or not then due) pursuant to the LSA.
9. (a) Mortgagor shall not create or permit to be created any
subordinate lien on the Mortgaged Property or any part thereof for borrowed
money or otherwise.
(b) Mortgagor shall pay, or cause to be paid, all taxes, assessments
and related charges pursuant to, and in accordance with the terms of the LSA.
(c) Mortgagor shall maintain, or cause to be maintained, policies of
insurance and shall pay the premiums associated therewith pursuant to, and in
accordance with the terms of the LSA.
(d) Mortgagor shall not sell, convey or transfer the Mortgaged
Property other than as permitted in the LSA.
(e) Mortgagor shall perform each of its obligations, and shall
enforce each obligation of third-parties, under every lease or other agreement
that is assigned to Mortgagee pursuant to this Mortgage. Mortgagor shall perform
each of its obligations as declarant under the Declaration.
10. Mortgagor hereby assigns to Mortgagee, as administrative agent for the
Lenders, directly and absolutely, and not merely collaterally, the rents,
issues, profits, proceeds, security deposits, royalties, and other payments
payable under or in respect of all leases, subleases, use or occupancy
agreements, purchase agreements, concession agreements or other agreements now
or hereafter burdening or affecting the Mortgaged Property or any part thereof,
and all of Mortgagor's right, title, interest and income accruing to Mortgagor
under any contracts for the sale, transfer and other conveyance of the Mortgaged
Property or any part thereof, with the right to receive the same and apply them
to the Indebtedness as provided in the LSA, provided that prior to the existence
of an Event of Default and subject to the Mortgagor's undertakings and the
rights and remedies of the Mortgagee hereunder and in the LSA, Xxxxxxxxx is
authorized to collect such rents, issues, profits, proceeds, security deposits,
royalties, and other payments. During the occurrence of
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an Event of Default, all such rents, issues, profits, proceeds, security
deposits, royalties, and other payments shall be accepted and held for Mortgagee
in trust and shall not be commingled with the funds and property of Mortgagor,
but shall be promptly paid over to Mortgagee.
11. It is the intention of Mortgagor and Mortgagee that the assignment
effectuated by this Mortgage with respect to the aforesaid rents, issues,
profits, proceeds, security deposits, royalties, and other payments payable
under the leases, subleases, use or occupancy agreements or other agreements now
or hereafter burdening or affecting the Mortgaged Property or any part thereof
(collectively, the "Leases"), and other amounts payable under such Leases shall
be a direct and currently effective assignment and shall not constitute merely
the granting of a lien, security interest or pledge for the purpose of securing
the Indebtedness secured hereby. In the event that a court of competent
jurisdiction determines that, notwithstanding such expressed intent of the
parties, Mortgagee's interest in such rents, issues, profits, proceeds, security
deposits, royalties, and other payments and amounts payable under the Leases
constitutes a lien on or security interest in or pledge thereof, it is agreed
and understood that the forwarding of a notice to Mortgagor after the occurrence
of a default, advising Mortgagor of the revocation of any authorization then in
favor of Mortgagor to collect such rents or other amounts payable under the
Leases, or of the existence of a default, shall be sufficient action by
Mortgagee to (a) perfect and/or enforce such lien on or security interest in or
pledge of such rents, issues, profits, proceeds, security deposits, royalties,
and other payments and other amounts payable under the Leases (to the extent
such lien, security interest or pledge shall not have theretofore been perfected
or enforced under applicable law) and (b) entitle Mortgagee to immediate and
direct payment of such rents, issues, profits, proceeds, security deposits,
royalties, and other payments payable and other amounts payable under the Leases
(to the extent Mortgagee shall not have theretofore had the right to immediately
and directly receive such rents, issues, profits, proceeds, security deposits,
royalties, and other payments), for application as provided in this paragraph
11, all without the necessity of any further action by Mortgagee, including,
without limitation, any action to obtain possession of the Mortgaged Property.
Mortgagee may apply any such rents, issues, profits, proceeds, security
deposits, royalties and other payments so received or collected, less costs and
expenses of operation and collection, including attorneys' fees and costs and
attorneys' fees and costs on appeal, upon any Indebtedness secured hereby, at
Mortgagee's option and in such order as Mortgagee may determine, all pursuant to
the direction of the Required Lenders or otherwise in accordance with the LSA,
and, if such costs and expenses and attorneys' fees and costs shall exceed the
amount received or collected, the excess shall be immediately due and payable.
Notwithstanding the direct and absolute assignment of the rents and other
amounts payable under the Leases as herein described, there shall be no pro
tanto reduction in any portion of the Indebtedness secured by this Mortgage
except with respect to rents and other amounts payable under the Leases actually
received by Mortgagee and applied by Mortgagee toward payment of the
Indebtedness, as provided for in the LSA. The receipt collection of any rents,
issues, profits, proceeds, security deposits, royalties and other payments and
the application thereof as aforesaid shall not (i) be deemed to constitute
mortgagee-in-possession, or (ii) cure or waive any Event of Default or notice of
default hereunder or under any other Security Document or invalidate any act
done pursuant to such notice. Failure or discontinuance of Mortgagee at any
time, or from time to time, to receive or collect any such moneys shall not
impair in any manner the subsequent enforcement by Mortgagee of the right, power
and authority herein
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conferred on Mortgagee. Nothing contained herein, including the exercise of any
right, power or authority herein granted to Mortgagee, shall be, or be construed
to be, an affirmation by Mortgagee or any of the Lenders of any tenancy, lease
or option, or an assumption of liability under, or the subordination of the lien
or charge of this Mortgage to any such tenancy, lease or option. Mortgagor
hereby agrees that, in the event Mortgagee exercises its rights as in this
paragraph provided, Mortgagor waives any right to compensation for the use of
Mortgagor's furniture, furnishings or equipment located in or at the Mortgaged
Property for the period such assignment of rents or receivership is in effect,
it being understood that the rents, issues, profits, proceeds, security
deposits, royalties, other payments and installments of money derived from the
use of any such items shall be applied to Mortgagor's obligations hereunder as
above provided.
12. The occurrence of an "Event of Default" under, and as defined in, the
LSA shall constitute an event of default (an "Event of Default") under this
Mortgage.
13. Upon the occurrence of any Event of Default, in addition to any other
rights or remedies provided in this Mortgage, the Security Documents, at law, in
equity or otherwise, Mortgagee shall have the STATUTORY POWER OF SALE and shall
have the right to foreclose the lien hereof. In any suit to foreclose the lien
hereof and in any sale of the Mortgaged Property (whether pursuant to the
statutory power of sale or otherwise and whether as an entirety or in separate
portions), there shall be allowed and included as additional Indebtedness
payable by Mortgagor to Mortgagee and secured hereby, all expenditures and
expenses which may be paid or incurred by or on behalf of Mortgagee for
attorneys' fees and costs, including attorneys' fees and costs on appeal,
appraisers' fees, auctioneer's and/or broker's commissions and fees,
expenditures for documentary and expert evidence, stenographer's charges,
publication and advertising costs, survey costs, environmental audits and costs
(which may be estimated as to items to be expended after the entry of any
decree) of procuring all such abstracts of title, title searches and
examinations, title insurance policies, Torrens certificates and similar data
and assurances with respect to title as Mortgagee deems reasonably necessary
either to prosecute such suit or to consummate such sale or to evidence to
bidders at any sale the true condition of the title to or the value of the
Mortgaged Property.
14. This Mortgage is subject to the STATUTORY CONDITIONS and upon the
further condition that all covenants and agreements of Mortgagor herein and in
the Security Documents shall be fully or timely performed, time being of the
essence under this Mortgage. No breach of the STATUTORY CONDITIONS or any such
other covenant or agreement shall be permitted, and in the event of any such
breach or upon the occurrence of any Event of Default, Mortgagee shall have the
STATUTORY POWER OF SALE, and this mortgage shall be subject to foreclosure as
provided by NHRSA 479:25 et seq., as amended, or as otherwise provided by law,
and Mortgagee may also (i) take any one or more of the actions and exercise and
enforce any one or more of the rights, powers and remedies provided in this
Mortgage or in any of the other Security Documents, or (ii) exercise and enforce
any other right, power or remedy available to Mortgagee, at law or in equity.
Mortgagee may take such actions and exercise and enforce such rights, powers and
remedies, at Mortgagee's option, separately or concurrently and in such order as
Mortgagee may desire, either with or without entry in or on or taking possession
of all or any part of the Mortgaged Property and whether
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or not all or any part of the Indebtedness shall have been declared to be
immediately due and payable or shall otherwise be due and payable.
15. The proceeds of any foreclosure sale, sale pursuant to the statutory
power of sale or other sale of the Mortgaged Property in accordance with the
terms hereof or as permitted by law, shall be distributed and applied as
provided for in the LSA.
16. During the continuance of any Event of Default, Mortgagor shall
forthwith upon demand of Mortgagee surrender to Mortgagee possession of the
Mortgaged Property, and Mortgagee shall be entitled to take actual possession of
the Mortgaged Property or any part thereof personally or by its agents or
attorneys, and Mortgagee acting pursuant to the direction of the Required
Lenders or otherwise in accordance with the LSA, may, with or without force and
with or without process of law, enter upon and take and maintain possession of
all or any part of the Mortgaged Property together with all documents, books,
records, papers and accounts of the Mortgagor or the then owner of the Mortgaged
Property relating thereto, and may exclude Mortgagor, its agents or assigns
wholly therefrom, and may as attorney-in-fact or agent of the Mortgagor, or in
its own name as Mortgagee and under the powers herein granted:
(a) hold, operate, manage or control the Mortgaged Property and
conduct the business, if any, thereof, either personally or by its agents, and
with full power to use such measures, legal or equitable, as in its discretion
it deems proper or necessary to enforce the payment or security of the income,
rents, issues and profits of the Mortgaged Property, including actions for the
recovery of rent, actions in forcible detainer and actions in distress for
rents, hereby granting full power and authority to exercise each and every of
the rights, privileges and powers herein granted at any and all times hereafter,
without notice to Mortgagor;
(b) cancel or terminate any Lease for any cause or on any ground
which would entitle Mortgagor to cancel the same;
(c) elect to cancel any Lease made subsequent to this Mortgage or
subordinated to the lien hereof unless this Mortgage has specifically been made
subordinate to such Lease;
(d) extend or modify any then existing Lease and make new Leases,
which extensions, modifications or new Leases may provide for terms to expire,
or for options to lessees to extend or renew terms to expire, beyond the
Maturity Date of the Note and the issuance of a deed or deeds to a purchaser or
purchasers at a foreclosure sale or other sale of the Mortgaged Property
pursuant to the statutory power of sale or otherwise, it being understood and
agreed that all such Leases, and the options or other such provisions to be
contained therein, shall be binding upon Mortgagor and all persons whose
interests in the Mortgaged Property are subject to the lien hereof and shall be
binding also upon the purchaser or purchasers at any foreclosure or other sale,
notwithstanding any redemption from sale, discharge of the Indebtedness secured
hereby, satisfaction of any foreclosure decree, or issuance of any certificate
of sale or deed to any purchaser; and
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(e) make all necessary or proper repairs, decorating, renewals,
replacements, alterations, additions, betterments and improvements to the
Mortgaged Property as it may deem judicious, insure and reinsure the same and
all risks incidental to Mortgagee's possession, operation and management
thereof, and receive all income, rents, issues and profits.
Neither Mortgagee nor any Lender shall be obligated to perform or
discharge, nor does any such Person hereby undertake to perform or discharge,
any obligation, duty or liability under any Lease, and the Mortgagor shall and
does hereby agree to indemnify and to hold Mortgagee and each Lender harmless of
and from all liability, loss or damage which it might incur under said Leases or
under or by reason of the assignment thereof, and of and from any and all claims
or demands whatsoever which may be asserted against it by reason of any alleged
obligations or undertakings on its part to perform or discharge any of the
terms, covenants or agreements contained in said Leases. Should Mortgagee or any
Lender incur any such liability, loss or damage under any of said Leases, or
under or by reason of the assignment thereof, or in the defense of any claims or
demands, the amount thereof, including costs, expenses and attorneys' fees and
costs, including attorneys' fees and costs on appeal, shall be secured hereby
and Xxxxxxxxx shall reimburse Mortgagee therefor immediately upon demand,
together with interest at the Default Rate from the date of payment by Mortgagee
to the date of reimbursement.
Mortgagee in the exercise of the rights and powers hereinabove conferred
upon it shall have the full power to use and apply the avails, rents, issues and
profits of the Mortgaged Property to the payment of or on account of the
following, at the election of Mortgagee and in such order as Mortgagee may
determine, in each case acting pursuant to the direction of the Required Lenders
or otherwise in accordance with the LSA:
(i) to the payment of the expenses of operating the Mortgaged
Property, including cost of management and leasing thereof (which shall include
reasonable compensation to Mortgagee and its agent or agents if management is
delegated to an agent or agents, and shall also include lease commissions and
other compensation and expenses of seeking and procuring tenants and entering
into Leases), established claims for damages, if any, and premiums on insurance
as hereinabove authorized;
(ii) to the payment of taxes and special assessments now due or
which may hereafter become due on the Mortgaged Property;
(iii) to the payment of all repairs, decorating, renewals,
replacements, alterations, additions, betterments and improvements of the
Mortgaged Property and of placing the Mortgaged Property in such condition as
will in the judgment of Mortgagee make it readily rentable; and/or
(iv) to the payment of any Indebtedness secured hereby or any
deficiency which may result from any foreclosure sale or other sale of the
Mortgaged Property pursuant to the statutory power of sale or otherwise.
17. During the continuance of any Event of Default under this Mortgage,
Mortgagee, acting pursuant to the direction of the Required Lenders or otherwise
in
10
accordance with the LSA, may apply to any court having jurisdiction for the
appointment of a receiver of the Mortgaged Property. Such appointment may be
made either before or after sale, without notice, without regard to the solvency
or insolvency of Mortgagor at the time of application for such receiver and
without regard to the then value of the Mortgaged Property or the adequacy of
Mortgagee's security. The receiver shall have power to collect the rents, issues
and profits of the Mortgaged Property during the pendency of any foreclosure
proceedings and, in case of a sale, during the full redemption period, if any,
as well as during any further times when Xxxxxxxxx, except for the intervention
of such receiver, would be entitled to collect such rents, issues and profits.
In addition, the receiver shall have all other powers which shall be necessary
or are usual in such cases for the protection, possession, control, management
and operation of the Mortgaged Property during the whole of said period. The
court from time to time may authorize the receiver to apply the net income in
his hands at Mortgagee's election and in such order as Mortgagee may determine
(in accordance with the LSA) in payment in full or in part of:
(i) the Indebtedness secured hereby or provided by any decree
foreclosing this mortgage, or any tax, special assessment or other lien which
may be or become superior to the lien hereof or of such decree, provided such
application is made prior to foreclosure sale; and
(ii) the deficiency in case of a sale and deficiency.
18. (a) Xxxxxxxxx agrees that all costs, charges and expenses, including
attorneys' fees, incurred or expended by Mortgagee or any of the Lenders arising
out of or in connection with any action, proceeding or hearing, legal, equitable
or quasi-legal, including the preparation therefor and any appeal therefrom, in
any way affecting or pertaining to this Mortgage, the Note, the LSA, the other
Security Documents or the Mortgaged Property, shall be promptly paid by
Xxxxxxxxx. All such sums not promptly paid by Xxxxxxxxx shall be added to the
Indebtedness secured hereby and shall bear interest at the Default Rate from the
date of such advance and shall be due and payable on demand.
(b) Mortgagor hereby agrees that upon the occurrence of an Event of
Default and the acceleration of the principal sum secured hereby pursuant to the
LSA, to the full extent that such rights can be lawfully waived, Mortgagor
hereby waives and agrees not to insist upon, plead, or in any manner take
advantage of, any notice of acceleration, any stay, extension, exemption,
homestead, marshaling or moratorium law or any law providing for the valuation
or appraisement of all or any part of the Mortgaged Property prior to any sale
or sales thereof under any provision of this Mortgage or before or after any
decree, judgment or order of any court or confirmation thereof, or claim or
exercise any right to redeem all or any part of the Mortgaged Property so sold
and hereby expressly waives to the full extent permitted by applicable law on
behalf of itself and each and every person or entity acquiring any right, title
or interest in or to the all or any part of the Mortgaged Property, all benefit
and advantage of any such laws which would otherwise be available to Mortgagor
or any such person or entity, and agrees that neither Xxxxxxxxx nor any such
person or entity will invoke or utilize any such law to otherwise hinder, delay
or impede the exercise of any remedy granted or delegated to Mortgagee herein
but will permit the exercise of such remedy as though any such laws had not been
enacted. Mortgagor hereby further expressly waives to the full extent permitted
by applicable law on behalf of itself and each and every person or
11
entity acquiring any right, title or interest in or to all or any part of the
Mortgaged Property any and all rights of redemption from any sale (whether
pursuant to the statutory power of sale or otherwise) or any order or decree of
foreclosure obtained pursuant to provisions of this mortgage.
19. (a) Xxxxxxxxx has executed and delivered that certain Assignment of
Leases and Rents assigning to Mortgagee, as administrative agent, directly and
absolutely, and not merely collaterally, the interest of Mortgagor as lessor
under the existing leases of the Mortgaged Property, as well as all other leases
which may hereafter be made in respect of the Mortgaged Property, and the rents
and other income arising thereunder and from the use and/or sale of the
Mortgaged Property. Said Assignment of Leases and Rents grants to Mortgagee, as
said administrative agent, specific rights and remedies, and such rights and
remedies so granted shall be cumulative of those granted herein.
(b) Upon any foreclosure sale, Mortgagee on behalf of all of the
Lenders or any Lender on its own behalf (in either case in accordance with the
LSA) may bid for and purchase all or any part of the Mortgaged Property and,
upon compliance with the terms of sale, may hold, retain, possess and dispose of
such property in its own absolute right without further accountability. Upon any
foreclosure sale, Mortgagee or such Lender may, if permitted by law, and after
allowing for costs and expenses of the sale, compensation and other charges, in
paying the purchase price, apply all or any part of the Indebtedness in lieu of
cash to the extent of the net proceeds of such sale distributable to the Lenders
or such Lender in respect of such Indebtedness.
20. All rights and remedies granted to Mortgagee or any of the Lenders in
the Security Documents shall be in addition to and not in limitation of any
rights and remedies to which they are entitled in equity, at law or by statute,
and the invalidity of any right or remedy herein provided by reason of its
conflict with applicable law or statute shall not affect any other valid right
or remedy afforded to Mortgagee or any Lender. No waiver of any Event of Default
or of any default in the performance of any covenant contained in the Note or
the LSA or any other instrument securing the Note or the LSA shall at any time
thereafter be held to be a waiver of any rights of the Mortgagee or the Lenders
hereunder, nor shall any waiver of a prior Event of Default or default operate
to waive any subsequent Event of Default or default. All remedies provided for
herein, in the Note, in the LSA and in any other instrument securing or
guarantying all or any portion of the Note or the Indebtedness evidenced thereby
are cumulative and may, at the election of Mortgagee in accordance with the LSA,
be exercised alternatively, successively, or concurrently. No act of Mortgagee
or any Lender shall be construed as an election to proceed under any one
provision herein to the exclusion of any other provision or to proceed against
one portion of the Mortgaged Property to the exclusion of any other portion.
21. Mortgagee and the Lenders may enforce their rights, powers and
remedies with respect to, and realize upon any guaranty of all or any part of
the Indebtedness secured hereby or any additional security now or hereafter held
by Mortgagee or the Lenders in connection with all or any part of the
Indebtedness secured hereby, either before or concurrently with or after a
foreclosure or other enforcement of this Mortgage (including, without
limitation, any sale of the Mortgaged Property pursuant to the Statutory Power
of Sale) or of any of the other Security Documents, without being deemed to have
waived any
12
rights, benefits, liens or security interests evidenced by or arising under or
in connection with this Mortgage or any of the other Security Documents and
without being deemed to have made an election thereby or to have accepted the
benefits of any of such guaranties or such additional security (or the proceeds
thereof) in full settlement of such Indebtedness secured hereby and of their
rights with respect thereto. No judgment, order or decree with respect to the
Note or with respect to any such guaranty or such additional security whether
rendered in the State of New Hampshire or elsewhere, shall in any manner affect
the security of this Mortgage, and any deficiency or other debt represented by
any such judgment, order or decree shall, to the extent permitted by law, be
secured by this Mortgage to the same extent that the Indebtedness shall have
been secured by this Mortgage prior to the rendering of such judgment, order or
decree. Xxxxxxxxx, for itself and for any and all persons who may at any time
claim through or under Xxxxxxxxx, hereby irrevocably waives and releases, to the
extent permitted by law, all benefit of any and all laws that would limit or
prohibit the effectiveness of anything set forth in this paragraph 21.
22. Notwithstanding anything contained herein to the contrary, neither
Mortgagee nor any of the Lenders shall be under any duty to Mortgagor, any of
its affiliates or any other person or entity to exercise, exhaust or first
resort to all or any of the rights, powers and remedies available to Mortgagee
or the Lenders, whether under the Note, this Mortgage or the other Security
Documents prior to the sale of the Mortgaged Property or any other enforcement
of this Mortgage. Furthermore, Mortgagor and such other persons and entities
waive all rights relating to marshaling and agree that neither Mortgagee nor the
Lenders shall be compelled to release any part of the security of this Mortgage
or the other Security Documents or be prevented from foreclosing or enforcing
this Mortgage or the other Security Documents upon all or any part of such
security unless the Note and all other amounts due under the Security Documents
shall have been fully and finally paid and that neither Mortgagee nor the
Lenders shall be compelled to accept or allow any apportionment of the Note or
said amounts to or among any of the property encumbered by this Mortgage or the
other Security Documents.
23. By accepting payment of any sum secured hereby after its due date,
Mortgagee and the Lenders do not waive their right either to require prompt
payment when due of all other sums or installments so secured or to declare a
default for failure to pay such other sums or installments.
24. Notwithstanding anything herein, in the Note, or in any other Security
Document to the contrary, any provision contained herein which purports to
obligate Mortgagor to pay any amount of interest or any fees, costs or expenses
which are in excess of the Maximum Rate, as defined in and provided for in
Section 2.4(c) of the Loan and Security Document, shall be subject to such
Maximum Rate and said Section 2.4(c).
25. In the event one or more provisions of the Security Documents shall be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and
this Mortgage shall be construed as if any such provision had never been
contained herein.
26. If the payment of the Indebtedness secured hereby or of any part
thereof shall be extended or varied, or if any part of the security be released,
all persons now or at any
13
time hereafter liable therefor, or interested in the Mortgaged Property, shall
be held to assent to such extension, variation or release, and their liability
and the lien and all provisions hereof shall continue in full force, the right
of recourse against all such persons being expressly reserved by Mortgagee
notwithstanding such variation or release.
27. Upon payment in full of the Indebtedness secured hereby and the
performance by Xxxxxxxxx of all of the obligations imposed on Mortgagor in the
Security Documents, then, these presents shall be null and void, and Mortgagee
shall release this Mortgage and the lien hereof in full by proper instrument
executed in recordable form. Mortgagee shall grant partial releases under this
Mortgage in respect of sales of Units or the Quarter-Interests in respect of the
Mortgaged Property as provided for in Section 3.15 of the LSA.
28. Any notice which any party hereto may desire or be required to give to
the other shall be deemed to be an adequate and sufficient notice if given in
conformity with the requirements of Section 11.4 of the LSA.
29. This Mortgage and all the provisions hereof shall extend to and be
binding upon Mortgagor and all persons claiming by, under or through Mortgagor,
and the word "Mortgagor" when used herein shall include all such persons and all
persons liable for the payment of the Indebtedness secured hereby or any part
thereof, whether or not such persons have executed the Note, this Mortgage or
any other Security Document. The word "Mortgagee" as used herein shall include
the successors and assigns of the Mortgagee named herein. Each and every
decision, determination, estimate, request, consent or similar matter to be made
or given by Mortgagee from time to time pursuant to or in connection with this
Mortgage or any of the other Security Documents shall be within Mortgagee's
sole, absolute and unlimited discretion (subject to the rights of the Lenders
set forth in the LSA). All rights, powers and remedies of Mortgagee under this
Mortgage or any of the other Security Documents may be exercised by Mortgagee
itself or by its officers, employees, agents, contractors, attorneys or other
representatives.
30. Xxxxxxxxx has had the opportunity to fully negotiate and modify the
terms of this Mortgage. Therefore, the terms of this Mortgage shall be construed
and interpreted without any presumption, inference, or rule requiring
construction or interpretation of any provision of this Mortgage against the
interest of the party causing this Mortgage or any portion of it to be drafted.
Mortgagor is entering into this Mortgage freely and voluntarily without any
duress, economic or otherwise. Xxxxxxxxx acknowledges that it has received an
accurate and complete copy of this instrument.
31. The substantive laws of the State of New Hampshire shall govern the
validity, construction, enforcement and interpretation of this Mortgage, to the
extent required by principles of conflicts of laws recognized in such State;
otherwise, the laws of the State of Maine shall govern.
32. XXXXXXXXX XXXXXX WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF
ANY KIND OR NATURE IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED ARISING OUT
OF THIS MORTGAGE, THE NOTE, THE LSA, ANY OTHER SECURITY DOCUMENT, THE COLLATERAL
OR ANY ASSIGNMENT THEREOF OR
14
BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER AMONG MORTGAGOR, THE LENDERS
AND/OR THE MORTGAGEE OF ANY KIND OR NATURE.
33. The Mortgagor represents and warrants that this Mortgage and the
Indebtedness secured hereby is for the sole purpose of conducting or acquiring a
lawful business, professional or commercial activity or for the acquisition or
management of real or personal property as a commercial investment, and all
proceeds of such Indebtedness shall be used for said business or commercial
investment purpose and that the Mortgaged Property secured hereby is not a
residence or homestead or used for mining, grazing, agriculture, timber or
farming purposes.
34. Unless Mortgagee shall otherwise direct in writing, Xxxxxxxxx shall
appear in and defend all actions or proceedings purporting to affect the
security hereunder, or any right or power of the Mortgagee. The Mortgagee (on
behalf of the Lenders) shall have the right to appear in such actions or
proceedings. Mortgagor shall save Mortgagee and each Lender harmless from all
costs and expenses, including attorneys' fees and costs of a title search,
continuation of abstract and preparation of survey, incurred by reason of any
action, suit, proceeding, hearing, motion or application before any court or
administrative body in and to which Mortgagee or any Lender may be or become a
party by reason hereof. Such proceedings shall include but not be limited to
condemnation, bankruptcy, probate and administration proceedings, as well as any
other action, suit, proceeding, right, motion or application wherein proof of
claim is by law required to be filed or in which it becomes necessary to defend
or uphold the terms of this Mortgage or otherwise purporting to affect the
security hereof or the rights or powers of Mortgagee or any Lender. All money
paid or expended by Mortgagee or any Lender in that regard, together with
interest thereon from date of such payment at the Default Rate shall be
additional Indebtedness secured hereby and shall be immediately due and payable
by Mortgagor without notice.
15
35. The Mortgaged Property is not homestead property; and Xxxxxxxxx
releases all rights of homestead and other interests therein.
36. This Mortgage is a fixture filing pursuant to the Uniform Commercial
Code of the State of New Hampshire.
[Remainder of page intentionally blank; next page is signature page]
16
IN WITNESS WHEREOF, Xxxxxxxxx has caused this mortgage to be duly executed
and delivered as a sealed instrument as of the date first above written.
Signed and Acknowledged GRAND SUMMIT RESORT PROPERTIES, INC.
in the Presence of:
/s/ Xxxxxxx X. X'Xxxxxxxxx Xx /s/ Xxxx X. Xxxxxx
---------------------------- ----------------------------
Name: Xxxxxxx X. X'Xxxxxxxxx Name: Xxxx X. Xxxxxx
Its: Vice President
[Sign in black ink]
STATE OF CONNECTICUT )
) ss.
COUNTY OF HARTFORD )
The foregoing instrument was acknowledged before me this 14th day of
August, 1997, by Xxxx X. Xxxxxx, the Vice President of GRAND SUMMIT RESORT
PROPERTIES, INC., a Maine corporation, on behalf of said corporation.
/s/ Xxxx X. Xxxxxxxx
---------------------------------------
Notary Public
My Commission Expires:
XXXX X XXXXXXXX
NOTARY PUBLIC
MY COMMISSION EXPIRES NOV. 30, 2000
Xxxxxxx's Mailing Address:
Textron Financial Corporation, as administrative agent
00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
17
EXHIBIT A
LEGAL DESCRIPTION
Certain condominium quarter-share units in Grand Summit Hotel and Crown Club at
Attitash/Bear Peak, A Condominium, Xxxxxxxx, Xxxxxxx County, New Hampshire, as
established by a Declaration of Condominium, Grand Summit Hotel and Crown Club
at Attitash/Bear Peak, A Condominium, dated March 26, 1997, recorded at Book
1692, Page 989, being more particularly described in said Declaration, and as
more particularly shown on As-Built Site Plans prepared by Xxxxxxxx
Xxxxxx-Surveys, Inc., and As Built Floor Plans, prepared by JSA, Inc., all dated
March 27, 1997, recorded March 28, 1997, at Plan Book 159, Pages 53 through 65,
as Units:
Unit 1 (Commercial Unit)
Unit Number Quarter-share Intervals
102 1, 2 & 3
103/105 2, 3 & 4
104 1, 2, 3 & 4
107 1, 2, 3 & 4
109/111 1, 2, 3 & 4
110 1, 2, 3 & 4
114/116 1, 2, 3 & 4
118 1, 2, 3 & 4
120 1, 2, 3 & 4
122/124 1, 2, 3 & 4
125/127 1, 3 & 4
126 1, 2, 3 & 4
128 1, 2, 3 & 4
129 1, 2, 3 & 4
130 1 & 2
131 1, 2, 3 & 4
132 3
134/136 1 & 3
137 1, 2, 3 & 4
138 3
139 1, 2, 3 & 4
140/142 1, 2, 3 & 4
EXHIBIT A-1
Unit Number Quarter-share Intervals
141/143 1, 2, 3 & 4
144 1, 2, 3 & 4
145/147 1, 2, 3 & 4
149 1, 2, 3 & 4
150 2
152 1, 2, 3 & 4
201/203 2
202 1, 2, 3 & 4
204 1, 2, 3 & 4
205 3 & 4
206/208 1, 2, 3 & 4
207 1, 2, 3 & 4
209/211 1, 3 & 4
210/212 1 & 4
213 1, 2, 3 & 4
214 1, 2, & 3
216 1, 2, 3 & 4
219 1, 2, 3 & 4
220 3 & 4
221 1, 2, 3 & 4
222 1, 2, 3 & 4
223/225 1 & 2
224/226 1, 2, & 3
228/230 1, 2, 3 & 4
232/234 1, 2, 3 & 4
235/237 1, 2, 3 & 4
236 1, 3 & 4
238 1, 2, 3 & 4
239 1
240 1, 2, 3 & 4
241 1, 2, 3 & 4
243 1 & 2
244 1, 2, 3 & 4
245 1, 2, 3 & 4
246/248 1, 2, 3 & 4
247/249 1, 2, 3 & 4
EXHIBIT A-2
Unit Number Quarter-share Intervals
250 1, 2, 3 & 4
251 1, 2, 3 & 4
252/254 4
253/255 1, 2, 3 & 4
256/258 1, 2 & 4
260 3 & 4
301 1, 2 & 3
302 2, 3 & 4
304/306 1, 2, 3 & 4
305/307 1, 2, 3 & 4
308 1, 2, 3 & 4
309 1, 2, 3 & 4
310/312 3 & 4
311 1, 2, 3 & 4
314/316 1, 2, 3 & 4
315 1, 2, 3 & 4
317 1
318/320 1, 2, 3 & 4
322/324 1, 2, & 3
326 1 & 2
328 1 & 3
330/332 2
331 2 & 4
333 1, 2, 3 & 4
335 1, 2 & 4
337 1, 2, 3 & 4
333/340 1, 2, 3 & 4
339 1, 3 & 4
341 1, 2, 3 & 4
342/344 1, 2, 3 & 4
343 1, 2 & 3
345 1 & 3
346 1, 2, 3 & 4
348 1, 2, 3 & 4
350/352 1
354 1, 2, 3 & 4
EXHIBIT A-3
EXHIBIT B
PERMITTED EXCEPTIONS
1. Any taxes which are not yet due and payable.
2. Rights of parties in possession of Unit 1 (the Commercial Unit) under
unrecorded leases.
3. Declaration of Easements and Restrictive Covenants by Mount Attitash
Lift Corp. recorded December 1, 1993 at Book 1555, Page 97.
4. Amended and Re-Stated Declaration of Easements by and between L.B.O.
Holding, Inc. and LBO Hotel Co., recorded at Books 1674, Page 471.
5. Those matter shown on the following Plans of Land as pertaining to
Parcel 2 as shown on said Plans:
a. "Condominium Plan Grand Summit Hotel at Attitash", prepared by Xxxxxxxx
-Xxxxxx Surveys, Inc., dated September 18, 1996, parts I and II recorded in the
Xxxxxxx County Registry of Deeds at Plan Book 157, Pages 56 and 57, as revised
by revisions dated January 21, 1997, and March 25, 1997, recorded April 10,
1997, at Plan Book 159 Pages 77 and 78.
b. Plan of Land entitled "Subdivision Plat, Grand Summit Hotel at
Attitash" prepared by Xxxxxxxx-Xxxxxx Surveys, Inc., dated March 7, 1996,
revised to May 20, 1996, recorded at Plan Book 156, Pages 40 and 41, as revised
by revision dated July 11, 1996, recorded at Plan Book 157, Pages 1 and 2.
c. As Built Site prepared by Xxxxxxxx Xxxxxx-Surveys, Inc., and As Built
Floor Plans, prepared by JSA, Inc., all dated March 27, 1997, recorded March
28, 1997, at Plan Book 159, Pages 53 through 65.
6. Provisions of Certificate of Registration for Grand Summit Hotel and
Crown Club at Attitash Bear Peak, Bartlett, New Hampshire, dated March 27, 1997,
recorded at Book 1692, Page 988,
7. Declaration of Condominium, Grand Summit Hotel and Crown Club at
Attitash Bear Peak, a Condominium, dated March 26, 1997, recorded at Book 1692,
Page 989.
8. Articles of Agreement of Grand Summit Hotel Condominium Unit Owners
Association, Inc., recorded at Book 1693, Page 3.
EXHIBIT B-1
9. Notice of Lease between L.B.O. Holding Company, d/b/a Grand Summit
Hotel, and XXX-XXXX Co., Inc., dated April 27, 1997, recorded at Book 1701, Page
492, referencing the laundry rooms at the Grand Summit Hotel.
10. The provisions of NH RSA 356-B, the Condominium Act. NOTE: the rights
of the Declarant to convert convertible land is subject to limitations, as set
forth in the Declaration of Condominium and the Condominium Act.
EXHIBIT B-2
