Capital Markets Assurance Corporation,
as Collateral Agent and
Administrative Agent
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Triple-A One Funding Corporation
c/o Capital Markets Assurance Corporation,
its Attorney-in-Fact
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
BankBoston, N.A.,
as L/C Bank
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X
Xxxxx 000
Xxxxxxx, XX 00000
Re: Letter Agreement On Certain Contracts, Forms of
Colorado Contracts, Environmental Disclosure Schedule
and Pool Limit Excess
Ladies and Gentlemen:
This letter agreement, ("Agreement"), dated as of
September 8, 1997, (i) amends and modifies that certain
Amended and Restated Credit Agreement, dated as of July 31,
1996, by and among Fairfield Capital Corporation, a Delaware
corporation (the "Borrower"), Fairfield Acceptance
Corporation, a Delaware corporation in its capacity as
Servicer thereunder ("Servicer or FAC"), Fairfield
Communities, Inc., a Delaware corporation ("FCI"), Triple-A
One Funding Corporation, a Delaware corporation ("Triple-
A"), Capital Markets Assurance Corporation, a New York stock
insurance company, individually and as Collateral Agent and
Administrative Agent (in such capacities, "CapMAC") and
BankBoston, N.A., formerly known as The First National Bank
of Boston, a national banking association as L/C Bank, (in
such capacity, the "L/C Bank"), as amended by a First
Amendment to Amended and Restated Credit Agreement and
Waiver Agreement, dated as of March 5, 1997 (the "Credit
Agreement"), (ii) amends and modifies that certain Amended
and Restated Receivables Purchase Agreement, dated as of
July 31, 1996 (the "Purchase Agreement"), among FCI, FAC,
Fairfield Myrtle Beach, Inc., a Delaware corporation ("FMB")
and Borrower and (iii) waives the application of certain
provisions contained in the Credit Agreement.
WHEREAS, the Borrower has requested that Triple-A
make a loan under the Credit Agreement to FCC on
September 8, 1997, and in connection therewith, the
parties to the Credit Agreement and Purchase Agreement
have agreed and consented to (i) make certain clarifying
and conforming changes to the Credit Agreement and the
Purchase Agreement and (ii) waive certain provisions
contained in
1
the Credit Agreement.
NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the
Definitions List to the Credit Agreement. The Definitions
List is hereby amended by adding thereto the following
definition:
"Colorado Contract Forms" means the "Purchase
------------------------
and Sale Agreement," the "Purchase Money Promissory
Note" and the "Mortgage" relating to the Development
in Fairfield Pagosa, Colorado (the "Colorado
Contract Forms"), copies of which are attached
hereto as Attachment 1.
------------
2. The language beginning on the first line of
subparagraph (x)(ii) of Section 4.02(x) of the Credit
Agreement which reads "... in the case of any Contracts
relating to VOIs or Lots located in Developments in North
Carolina or South Carolina, ..." is hereby amended and
restated to read "... in the case of any Contracts
relating to VOIs located in Developments in North
Carolina or South Carolina, ..."
3. The language beginning on the thirteenth line of
subparagraph (a)(x) of Section 6.01 of the Credit
Agreement which reads "... (which repository shall
initially be Southern Officer Services, Inc. in Little
Rock, AR...." is hereby amended and restated to read "...
(which repository shall be Offsite Data Storage, Inc. in
Mabelvale, AR...."
4. Exhibit D to the Purchase Agreement and Exhibit
G to the Credit Agreement, each of which sets forth the
forms of Contracts, are hereby amended and supplemented
to add thereto the Colorado Contract Forms.
5. Each of FAC, FCI and FMB hereby supplement their
representations and warranties contained in subparagraph
(b)(xvii) of Section 7 of the Purchase Agreement as
follows: each Contract relating to the Development at
Fairfield Pagosa, Colorado that is an additional Eligible
Contract purchased by FCC on any Contract Grant Date
occurring after the Effective Restatement Date, was
executed in substantially in the form of the Colorado
Contract Forms, except for changes required by applicable
law and for certain other modifications which do not,
individually or in the aggregate, affect the
enforceability or collectibility of such Contracts.
6. The Borrower hereby supplements its
representations and warranties contained in subparagraph
(q) of Section 4.02 of the
2
Credit Agreement as follows:
each Contract relating to the Development at Fairfield
Pagosa, Colorado that is a Pledged Contract Granted or
purported to be Granted on any Contract Grant Date
occurring after the Effective Restatement Date, was
executed in substantially in the form of the Colorado
Contract Forms, except for changes required by applicable
law and for certain other modifications which do not,
individually or in the aggregate, affect the
enforceability or collectibility of such Contracts.
7. Schedule 4.02(u) of the Credit Agreement is
hereby amended and restated in its entirety by Attachment 2
------------
attached hereto.
8. The Contract Sub-Pool relating to the Pledged
Contracts to be Granted or purported to be Granted to the
Collateral Agent on the Contract Grant Date to occur on
September 8, 1997 contains
Pledged Contracts (the "1997 Overconcentration
Contracts") of a type the inclusion of which in the
Contract Pool would give rise to the existence of a Pool
Limit Excess in the amount of $4.5 million as a result of
the effect of clause (ii) of the definition of the term
"Pool Limit Excess". Each of Triple-A, CapMAC and L/C
Bank hereby waive the application of clause (ii) of the
definition of the term "Pool Limit Excess" to the 1997
Overconcentration Contracts and agree that the inclusion
of the 1997 Overconcentration Contracts in the Contract
Pool will not result in a Pool Limit Excess greater than
zero solely as a result of the effect of clause (ii) of
the definition of the term "Pool Limit Excess".
9. Reference is made to Section 4.02(x) of the
Credit Agreement pursuant to which the Borrower makes
certain representations and warranties with respect to
the Contract File relating to each Pledged Contract. The
Borrower has identified the Contracts listed on
Attachment 3 (the "Florida Defective Contracts"),
-------------
Attachment 4 (the "Colorado Defective Contracts") and
------------
Attachment 5 (the "Repurchase Contracts") which fail to
------------
satisfy certain provisions of Section 4.02(x) of the
Credit Agreement. The Borrower has requested that the
Collateral Agent and the L/C Bank waive the application
of Section 4.02(x) to these Contracts so that they may be
included in the calculation of the Borrowing Base with
respect to the proposed Triple-A Loan to be made to the
Borrower on September 8, 1997, and the Collateral Agent
and the L/C Bank have agreed to waive the application of
Section 4.02(x) to such Contracts as specified herein.
The Collateral Agent and the L/C Bank hereby waive
the application of Section 4.02(x) to the Florida
Defective Contracts, the Colorado Defective Contracts and
the Repurchase Contracts on the following terms and
conditions:
3
(a) With respect to the Florida Defective
Contracts, if the Servicer has not caused the actions
set forth in subclause (i) immediately below to occur
with respect to each such Contract on or before September
18, 1997, it will cause the actions set forth in
subclause (ii) immediately below to occur with respect to
each such Contract on or before the Determination Date
next preceding the first Settlement Date to occur after
September 8, 1997 (the "Initial Determination Date"):
(i) the delivery to CapMAC and L/C Bank of a listing
of all recording information for all mortgages
relating to Florida Defective Contracts necessary
for the assignment and the collateral assignment of
mortgages in substantially the forms of Exhibit T
and U to the Credit Agreement, respectively, to be
in recordable form; or
(ii) the release of the Contract from each of the
Primary Lien and the L/C Bank Lien of the Credit
Agreement by making all payments and allocations
required to be made under Section 7.11(b) of the
Credit Agreement.
(b) With respect to the Colorado Defective
Contracts, if the Servicer has not caused the actions
set forth in subclause (i) immediately below to occur
with respect to each such Contract on or before September
12, 1997, it will cause the actions set forth in
subclause (ii) immediately below to occur with respect to
each such Contract on or before the Initial Determination
Date:
(i) the delivery to CapMAC and L/C Bank of a listing
of all recording information for all mortgages
relating to Colorado Defective Contracts necessary
for the assignment and the collateral assignment of
mortgages in substantially the forms of Exhibit T
and U to the Credit Agreement, respectively, to be
in recordable form and the recording of such
assignments and collateral assignments of mortgages
with the Circuit Clerk of Xxxxxxxxx County,
Colorado; or
(ii) the release of the Contract from each of the
Primary Lien and the L/C Bank Lien of the Credit
Agreement by making all payments and allocations
required to be made under Section 7.11(b) of the
Credit Agreement.
(c)(1) Attachment 5 contains the list of Repurchase
Contracts which include Contracts:
(i) previously included in the 1995 Contract
Pool or the 1996 Contract Pool;
(ii) originated not in accordance with the
Colorado Contract Forms; or
4
(iii) for which there is no executed original
Contract in the Contract File.
(c)(2) With respect to the Repurchase Contracts,
the Servicer will cause the following action to occur
with respect to each such Contract on or before Initial
Determination Date:
(i) the release of the Contract from each of the
Primary Lien and the L/C Bank Lien of the Credit
Agreement by making all payments and allocations
required to be made under Section 7.11(b) of the
Credit Agreement.
10. Except as expressly provided in this Agreement,
all of the terms and conditions of the Credit Agreement,
the Purchase Agreement and the other Facility Documents
shall remain in full force and effect. The L/C Bank
hereby acknowledges, represents and warrants that the
Letter of Credit is in full force and effect after giving
effect to this Agreement.
11. This Agreement shall be governed by, and
construed in accordance with the laws of the State of New
York.
12. This Agreement may be executed in any number of
counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an
original, but all of which together shall constitute one
instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
5
Please agree to the terms of, and acknowledge receipt
of, this letter agreement by signing in the space provided
below.
Very truly yours,
FAIRFIELD CAPITAL CORPORATION
By:/s/Xxxxxx X. Xxxxxx
---------------------------------
Title: President
Address: 00000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
FAIRFIELD ACCEPTANCE CORPORATION
By:/s/Xxxxxx X. Xxxxxx
----------------------------------
Title: President
Address: 00000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
FAIRFIELD COMMUNITIES, INC.
By:/s/Xxxxxx X. Xxxxxx
-----------------------------------
Title:Senior Vice President and Chief
Financial Officer
Address: 00000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
FAIRFIELD MYRTLE BEACH, INC.
By:/s/Xxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
Address: 00000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
ACKNOWLEDGED AND AGREED:
CAPITAL MARKETS ASSURANCE
CORPORATION, as Collateral Agent and
Administrative Agent
By:/s/Xxxxxx Xxxxxxxxxx
---------------------------------
Title:Managing Director
------------------------------
TRIPLE-A ONE FUNDING CORPORATION
By: Capital Markets Assurance Corporation,
its Attorney-in-Fact
By:/s/Xxxxxx Xxxxxxxxxx
----------------------------------
Title: Managing Director
------------------------------
BANKBOSTON, N.A., as L/C Bank
By:/s/Xxxx Xxxxxx
---------------------------------
Title: Managing Director
------------------------------
ATTACHMENT 1
Contract No.__________ Sales Price:________ Eagles Loft (Survivorship)
This Instrument Prepared By: Fairfield Communities, Inc.
Pagosa Springs, Colorado
CORPORATION DEED
EAGLE'S LOFT
STATE OF COLORADO )
)SS.
COUNTY OF XXXXXXXXX )
THIS DEED, made this _____ day of ___________
A.D. 19_____, by and between Fairfield Communities,
Inc. a Delaware corporation, as beneficial owner, and
Colorado Land Title Company, a Colorado corporation,
as nominee for Fairfield Communities, Inc.
"Grantors,"and ______________________________________
_____________________________________________________
_____________________________________________________
joint tenants, with the right of survivorship, and
not as tenants in common, "Grantees," whose address
is___________________________________________________
_____________________________________________________
WITNESSETH:
That the Grantors, in consideration of Ten
Dollars and other good and valuable consideration to
them paid by the Grantees, the receipt of which is
hereby acknowledged, have bargained and sold, and by
these presents do grant, bargain, sell and convey,
reserving and/or excepting all oil, gas, coal, water and
other mineral rights, and subject to the
restrictions, easements and other conditions
hereinafter contained, unto the aforesaid Grantees,
their heirs, devisees, successors, and assigns, the
following described property from 4:00 P.M. on the
first day until 4:00 P.M. on the last day assigned to
said Grantees during the below described Lot Week(s)
Number(s) as said Lot Week is numbered and defined in
the Declaration of Individual and/or Interval
Ownership recorded in the public records of Xxxxxxxxx
County, Colorado in the Book at the page number
hereinafter described below, which estate is to be
succeeded forthwith by a succession of other estates
in consecutive and chronological order, revolving
among the other Lot Weeks described in the aforesaid
Declaration of Individual and/or Interval Ownership,
in order annually, it being the intent of this
instrument that each Lot Week shall be considered a
separate estate held separately and independently by
the respective owners thereof for and during the
period of time assigned to each in said Declaration,
each said estate being succeeded by the next in
unending succession governed by said Declaration
until 4:00 P.M. on the first Saturday in the year
2023, as of which date said estate shall terminate,
unless extended as provided by said Declaration.
TOGETHER with a vested remainder over in fee
simple absolute, as tenant in common with the other
owners of all Lot Weeks in the hereafter described
Lot in Eagle's Loft in that percentage interest
determined and established by said Declaration for
the following described real estate located in the
County of Xxxxxxxxx and State of Colorado, as
follows:
Lot (Unit) Week(s) Number(s)____________________
Lot (Unit) Number_______________________________
Building Number_________________________________
of Eagle's Loft Phase _____________ as recorded under
Reception No.____________, subject to Declaration of
Individual and/or Interval Ownership for Eagle's Loft
recorded under Reception No. 117700, and in Book 200
at page 834 et seq and amendments and supplements
thereto, in the Office of the County Clerk and
Recorder in and for Xxxxxxxxx, County, Colorado.
This conveyance is subject to and by accepting this
Deed the Grantee(s) do(es) hereby agree to assume the
following:
1. Taxes for the current year and subsequent years;
2. Conditions, restrictions, limitations, reservations,
existing easements, and other matters of record;
3. Declaration of individual and/or Interval Ownership
and, if applicable, the Fairshare Vacation Plan Use
Management Trust and Use Restriction, and any
supplements or amendments thereto or hereafter filed.
TO HAVE AND TO HOLD unto Grantees and Grantees'
heirs, executors, administrators, successors and
assigns forever; subject, however, to the
restrictions, easements and other conditions
hereinabove contained. Fairfield Communities, Inc.
does hereby fully warrant the title of all of the
premises hereby conveyed and will defend the same
against the lawful claims of all persons whomsoever.
And Colorado Land Title Company hereby covenants
with the said Grantees that it will warrant and
defend title to said lands against all claims and
encumberances due by, or through it, but against none
other.
The plural number as used herein shall equally
include the singular and vice versa. The masculine
or feminine gender as used herein shall equally
include the neuter.
IN WITNESS WHEREOF, Fairfield Communities, Inc.
has caused these presents to be signed in its
corporate name by its duly authorized Officer(s) and
its Corporate Seal to be hereto affixed on the day
and year first above written. In executing this
Deed, the beneficial owner hereby authorizes and
requests Colorado Land Title Company by its Attorney
in Fact to execute this Deed for the purpose of
conveying legal title to the above-described
property.
FAIRFIELD COMMUNITIES, INC.,
AS BENEFICIAL OWNER
BY:_____________________________
Assistant Vice President
COLORADO LAND TITLE COMPANY
AS NOMINEE, BY ITS ATTORNEY IN FACT
BY:______________________________(SEAL)
STATE OF ARKANSAS )
) SS.
COUNTY OF PULASKI )
The foregoing instrument was acknowledge before me this _____ day
of _____________ , 19____, by Xxxx X. Xxxxxxxxx Assistant Vice President
-------------------------------------------
in and for Fairfield Communities, Inc., and Xxxx X. Xxxxxxxxx as
Attorney in Fact for Colorado Land Title Company, a coporation, under that
certain Limited Power of Attorney filed of record on June 21, 1983, in the
Office of the Recorder of Xxxxxxxxx County, Colorado.
--------------------------------------
Notary Public
Address: X.X. Xxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
My Commission Expires:
_____________________
FAIRFIELD PAGOSA
PURCHASE AND SALE AGREEMENT --------------------
CONTRACT NUMBER
THIS PURCHASE AND SALE AGREEMENT ("Agreement") executed in
quadruplicate this ________ day of _______________ , 19_______
by and between FAIRFIELD COMMUNITIES, INC., hereinafter
referred to as "SELLER", and ________ Social Security Number:___________
Telephone Number:_______________ of ________ hereinafter referred to as
"BUYER,"
WITNESSETH:
This Agreement is made pursuant to that certain
Declaration of Covenants, Conditions and Restrictions for
____________________________________________________________
____________________________________________________________
in the Office of the Clerk and County Recorder for Xxxxxxxxx
County, Colorado, as the same may be supplemented or amended
from time to time (the"Declaration"). All terms
with initial capital letters as used herein shall have the
same meaning as those used in the Declaration.
1. AGREEMENT TO BUY AND SELL. Subject to the Terms and
Conditions set forth herein, BUYER agrees to purchase, and
SELLER agrees to sell, the following described Interval Unit
Week(s) in__________________________________________________
____________________________________________________________
hereinafter referred to as "Regime", a subdivision located
within Fairfield Pagosa, Xxxxxxxxx County, Colorado subject
to all provisions contained in the recorded Declaration:
Unit Number:______________
Unit Week Number(s):________ Building Number: ______________
The boundaries of which are further defined in the
Declaration applicable hereto.
BUYER, upon consummation of the sale will become a
member of the_______________________________________________
____________________________________________________________
Owner's Association (the "Association") and BUYER
understands and agrees that upon execution of this Agreement
and in accordance with the "Declaration," applicable to
the above described property, BUYER will be responsible as
a Unit Week Purchaser for the above described Unit Week(s)
owner's share of common expenses, assessments
and maintenance fee, and any and all other expenses incurred
in the operation of the Association, which shall include
BUYER'S membership in the Pagosa Lake Property
Owners Association, Inc., during the BUYER'S Unit Week(s).
The annual maintenance fee for a Unit Week for the
current calendar year is $______________. If your Unit Week
will be available for occupancy during the year of
purchase, and your Unit Week begins at least 60 days from
the date of this Agreement or you use or exchange your Unit
Week, the full maintenance fee must be paid to the
Association for such year. If your Unit Week will not be
available for occupancy during the current year you will be
required to pay annual maintenance fees in January of the
upcoming year, the amount, manner of payment, and the due
date(s) for which shall be determined annually by the Board
of Directors of the Association.
2. PURCHASE PRICE. The purchase price of the Unit Week is
the sum of $__________. BUYER has delivered to SELLER this date
the sum of $_________ as a good faith deposit (the "Total Down
Payment") toward the purchase of the Unit Week. The Total
Down Payment shall be applied against the purchase price
of the Unit Week. Buyer agrees to pay the remaining balance
of the purchase price either by payment in full of the remaining
balance of the purchase price in cash or by certified check
or by executing a promissory note (the "Note") on a form supplied
by SELLER and on terms as described in that certain Truth-in-
Lending Disclosure Statement (the "Disclosure Statement")
delivered to BUYER with this Agreement.
The Note shall be secured by a Mortgage or Deed of Trust
(the "Mortgage") encumbering the Unit Week on a form supplied
by SELLER and according to terms described in the Disclosure
Statement. Payment under the Note shall commence 45
days from the date of said Note. Interest on the unpaid
principal shall commence one payment period before the first
payment under the Note is due, but in no event
prior to the date of said Note. After acceptance by SELLER
and prior to delivery of a Corporation Deed, all funds
paid by BUYER will be deposited in SELLER'S
general operating account and no restrictions will be placed
on the use of these funds.
3. UNIT WEEK. Unit Week No. 1 is the seven (7) days
commencing on the first _________________ in each year.
Unit Week No. 2 is the seven (7) days succeeding. Additional
weeks up to and including Unit Week No. 51 are computed
in a like manner, Unit Week No. 52 contains the seven (7)
days succeeding Unit Week No. 51 plus any excess days not
otherwise assigned and without regard to the month or year.
BUYER'S Unit Week shall run from four o'clock (4:00) p.m.
on the first _________________ thereof to four o'clock
(4:00) p.m. on the last _____________ thereof, provided however,
the BUYER does hereby agree to relinquish occupancy for the last
six (6) hour period of his Unit Week from ten o'clock (10:00) a.m.
until four o'clock (4:00) p.m. on _________________ to allow
for cleaning, repairs, maintenance and any other preparation
needed for the occupancy of the next Unit Week.
4. TRANSFER OF TITLE/CLOSING. Provided BUYER complies with
all provisions in connection with this Agreement prior to
the Closing Date, including but not limited to the payment
of the balance of the purchase price, or if financed
the balance of the downpayment, if any, the SELLER shall
deliver to BUYER within sixty (60) days from the date of
this Agreement a Corporation Deed to be recorded in the
Office of the Clerk and County Recorder for Xxxxxxxxx County,
Colorado, conveying title free and clear of all
encumbrances, subject to mineral reservations and Covenants
and Restrictions and Easements set forth in the
recorded Plat and Declarations. The date of closing shall
occur within sixty (60) days of the date of the execution
of this Agreement. The hour and place of closing shall be
as designated by SELLER.
TITLE INSURANCE PREMIUMS IN THE AMOUNT OF $____________
AND FILING FEES IN THE AMOUNT OF $________________ ARE TO BE
PAID BY THE PURCHASER and shall be due and payable upon the
signing of this Agreement. There will be no title insurance
commitment issued prior to delivery of the policy. The title
insurance policy will be delivered within sixty (60) days
following recording of the Corporation Deed. A processing
fee of $_________ shall be due and payable upon the signing of
this Agreement.
5. OFFER TO PURCHASE: RESCISSION RIGHT.
EACH PURCHASER MAY CANCEL HIS/HER AGREEMENT WITHIN FIVE (5)
CALENDAR DAYS AFTER EXECUTION OF THE AGREEMENT BY GIVING
NOTICE OF RESCISSION BY TELEGRAM, MAIL OR HAND DELIVERY TO
OFFICE OF SELLER. THIS RIGHT TO CANCEL MAY NOT BE WAIVED.
TEXAS RESIDENTS ONLY: SEE EXHIBIT A.
THIS AGREEMENT is subject to the terms and conditions
set forth herein which by reference are made a part hereof.
IN WITNESS WHEREOF, the parties have hereunto set their
respective hands and seals on the day and year first above
written.
BUYER(S):_________________________
Receipt is hereby acknowledged of ( ) check ( ) cash
deposit in the amount of $__________________________
Requested by _______________________________________
Broker Fairfield Pagosa Realty, Inc. X.X. Xxx 0000,
Xxxxxx Xxxxxxx, XX 00000
By:______________________________
Broker/Salesman - Witness FAIRFIELD COMMUNITIES, INC.
a Delaware corporation
______________________________
WITNESS - NOTARY
______________________________ By:____________________________
WITNESS - NOTARY AUTHORIZED REPRESENTATIVE
OF SELLER
Down Payment monies to be
retained by Broker until this
Purchase and Sale Agreement is
accepted and signed by Seller.
ACCOUNTING DEPARTMENT
6. PURCHASER'S ACKNOWLEDGEMENTS. BUYER, by his
execution of this Agreement, does hereby represent that he
is of legal age, and that he has received a copy of this
Agreement and understands the conditions of this Agreement.
BUYER HAS FURTHER AGREED THAT THIS INTERVAL UNIT WILL NOT BE
USED AS HIS PRINCIPAL RESIDENCE. BUYER does further
acknowledge, agree and warrant that the purchase of this
Unit Week is made for his personal use and that there have
been no representations concerning rentals, rent returns,
tax advantages, depreciation or investment potential or
other monetary or financial advantages and that none of such
things have been represented to him by SELLER, its agents,
employees or associates.
SELLER has submitted the real property as hereinabove
designated, and the building situated thereon, to the Regime
Declarations named in the Agreement. The Declaration
referred to above allocates the Unit and the BUYER'S
interval ownership therein and specifies BUYER'S voting
rights, assessments and other obligations as an owner of an
interest in the Regime. BUYER understands and agrees that
he will be a member of the Association and agrees to be
bound by the rules and provisions of such Association, and
the Declarations referred to herein, including a plat
reflecting the accurate locations of Units.
BUYER understands that his interest will be determined
for all purposes by reference to the plat and the
Declaration of Individual and/or Interval Ownership
applicable hereto. BUYER understands and agrees that the
Declaration shall grant to the Board of Directors of the
Association the right to place liens upon the interval
ownership of the BUYER should he be in default or fail to
pay annual assessments and maintenance fees, when due.
7. TIME IS OF THE ESSENCE/DEFAULT/REMEDIES. Time is
of the essence hereof. If any note or check received as
Total Down Payment hereunder or any payment due hereunder is
not paid or honored when due or if any other obligation
hereunder is not performed or waived as herein provided,
there shall be the following remedies:
a. If BUYER is in default SELLER may elect to treat this
Agreement as cancelled in which case all payments and things
of value received hereunder shall be forfeited by BUYER and
delivered to SELLER. SELLER may recover such damages as may
be proper or SELLER may elect to treat this Agreement as
being in full force and effect, and, SELLER shall have the
right to specific performance or damages or both. Upon
BUYER'S default Broker shall deliver forfeited deposits to
SELLER.
b. If SELLER is in default, BUYER may elect to treat this
Agreement as cancelled in which case all payments and things
of value received hereunder shall be returned by Broker or
SELLER as the case may be and BUYER may recover such damages
as may be proper.
c. Notwithstanding anything to the contrary herein, in the
event of any litigation or arbitration arising out of this
Agreement or the alleged or actual breach hereof, the
prevailing party shall be entitled to recover all reasonable
costs and expenses including attorney's fees from the other
party.
8. MODIFICATIONS AND CHANGES. SELLER reserves the right
to make changes in the Declaration herein referenced for the
purpose of correcting errors in the preparation and filing
of all documents relating to the Regime. In addition,
SELLER may add additional properties and Interval Units to
the Regime by filing appropriate plats and Supplemental
Declarations to reflect the additional properties.
9. FURNISHINGS. Although all models are for display purposes
only, the herein described unit shall have furniture,
appliances, equipment and all accent furnishings
substantially similar to, or of equal quality to, those
shown or used in the models. All furnishings shall be owned
by the Association, for the use and benefit of the Interval
Owner(s), and the Association shall be responsible for
maintaining and replacing such furnishing within each unit.
10. MANAGEMENT AGREEMENT. BUYER understands and agrees by
virtue of his purchase of the aforesaid Unit Week(s), that
he shall be a member of the Association organized for the
purpose of operating the Units and maintaining the common
elements, payment of common expenses of Unit Week owners,
and thereby specifically authorizes the Board of Directors
of the Association to enter into a Management Agreement with
the SELLER or other entity by which such firm may act on
behalf of the Association as provided in the above
referenced Declaration and said BUYER ratifies and approves
same and agrees to be bound by the terms and conditions
thereof.
11. BINDING EFFECT. This Agreement is binding upon the
parties hereto and their heirs, legal representatives,
successors, and assigns. This Agreement will supersede any
and all understandings and agreements between the parties
hereto, and it is mutually
understood and agreed that this Agreement represents the
entire Agreement between the parties hereto, and no
representations or inducements prior hereto, which are not
included and embodied in the Agreement shall be of any force
and effect, and this Agreement may only be amended or
modified by an instrument in writing between the parties. This
Agreement may not be transferred or assigned in any manner
without the prior written consent of SELLER. This Agreement
shall be construed under the laws of the State of Colorado.
12. GENDER AND TENSE. Wherever appropriate in this
Agreement, the singular shall be deemed to refer to the
plural and the plural to the singular, and pronouns of
masculine, feminine and neuter gender shall be deemed to
include either, both or all of the other genders.
13. TAXES. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES
PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY
WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS
MAY BE PLACED AT RISK FOR INCREASE MILL LEVIES AND EXCESSIVE
TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A
DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN
INCREASE IN MILL LEVIES. PURCHASERS SHOULD INVESTIGATE THE
DEBT FINANCING REQUIREMENT OF THE AUTHORIZED GENERAL
OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL
LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE
POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
ACKNOWLEDGEMENT
STATE OF COLORADO
COUNTY OF XXXXXXXXX
The foregoing instrument was acknowledged before me
this ____ day of ______________ , 19____ by ______________________
as _________________________ for Fairfield Communities, Inc.
WITNESS my hand and official seal.
______________________________
NOTARY PUBLIC
Address:____________________________
My Commission Expires: _____________ ____________________________
(SEAL)
ACKNOWLEDGEMENT
STATE OF ___________________
COUNTY OF _________________
The foregoing instrument was acknowledged before me
this _____ day of ______________ , 19____ by
______________________ and _____________________, his wife.
WITNESS my hand and official seal.
_____________________________
NOTARY PUBLIC
Address: _______________________
My Commission Expires:__________ _______________________
(SEAL)
STATE OF COLORADO )
) SS.
COUNTY OF XXXXXXXXX)
The foregoing instrument was acknowledged before me
this _____________ day of_________________________________,
19____, by _______________________________________________.
____________________________
Notary Public
Address: X.X. Xxx 0000
________________________
Xxxxxx Xxxxxxx, XX 00000
------------------------
________________________
My Commission Expires:
_____________________
ASSIGNMENT OF MORTGAGE
STATE OF ARKANSAS )
) SS.
COUNTY OF PULASKI )
For valuable consideration, Fairfield Communities,
Inc., by its authorized representative, does hereby sell,
set over, transfer, assign and deliver to
The First National Bank of Boston, its successors
and assigns, all its right, title and interest in and to
this Mortgage and the property described herein, with
recourse, this________ day of___________________, 19_____ .
FAIRFIELD COMMUNITIES, INC.
By:____________________________________
Title:____________________Vice President
Authorized Signature
STATE OF ARKANSAS )
) SS.
COUNTY OF PULASKI )
The foregoing instrument was acknowledged before me
this ___________ day of___________________________________,
19__________, by __________________________________________
as ________________________________________ Vice President
of Fairfield Communities, Inc.
____________________________________
Notary Public
Address: X.X. Xxx 0000
----------------------------
Xxxxxx Xxxx, Xxxxxxxx 00000
----------------------------
____________________________
My Commission Expires:
______________________
RECORDING INFORMATION
STATE OF COLORADO )
) SS.
COUNTY OF XXXXXXXXX )
I hereby certify that this instrument was filed for
record in my office at _______________ o'clock __________. M.,
_______________, 19_____, and is duly recorded under Reception
No. ________________________.
_______________________________
Recorder
_______________________________
Deputy Recorder
Recorded at ____________ o'clock ___________.M.
Reception No. _____________________ _________________ Recorder
MORTGAGE
THIS INDENTURE is made this ___________ day of
,_____________________, 19_____, by ______________________
__________________________________________________________
_____________________________________________,("Mortgagor")
of________________________________________________________.
Mortgagor has executed his promissory note as evidenced
in Mortgagor's Real Estate Sales Contract, dated
__________________________________________________________,
for the principal sum of __________ Dollars ($_____________), payable
to the order of Fairfield Communities, Inc., (Mortgagee), after date
thereof, with interest thereon from date until maturity at
the rate of________________________________________________
percent (_______ %) per annum payable in___________________
____________ installment payments of $_____________________,
including principal and interest, with the first such
payment due on or before the __________________ day of
______________, 19____, and a like sum due on or before the
same day of each successive payment period thereafter until
the whole amount is fully paid. Said payments are applied
first to interest accrued and the balance to principal.
Mortgagor is desirous of securing said promissory note
and does hereby grant and convey unto Mortgagee a Mortgage
in the following described property, situate in Xxxxxxxxx
County, Colorado, to-wit:
Building Number_______ Lot (Unit) Number ________
Lot (Unit) (Week)(s) Numbers_______________
of Eagle's Loft Phase _________________ as recorded under
Reception No.__________, subject to Declaration of Individual
and/or Interval Ownership for Eagle's Loft recorded under
Reception No. 117700, and in Book 200 at page 834, et seq and
amendments and supplements thereto, in the Office of the
County Clerk and Recorder in and for Xxxxxxxxx County,
Colorado.
together with all improvements thereon situate.
Mortgagor hereby covenants to Mortgagee as follows:
1. Title. That Mortgagor is well seized of the said
property in fee simple and has good right and lawful
authority to grant this mortgage and does hereby fully and
absolutely waive and release all rights and claims to said
lands, tenements and property as a homestead exemption or
any other exemption under or by virtue of any act of the
General Assembly of the State of Colorado or as any
exemption under or by virtue of any act of the United
States Congress, now existing or which may hereafter be
passed in relation thereto and that the same are free and
clear of all liens and encumbrances except those which
exist on the plat describing said lands and the prior
existing liens and encumbrances of record in Xxxxxxxxx
County, Colorado, existing as of the date of Mortgagor's real estate
contract. Mortgagor shall warrant and defend said title
forever.
2. Taxes. Insurance and Prior Encumbrances. During the
continuance of said indebtedness or any part thereof,
Mortgagor will timely pay all taxes and assessments levied
on said property; all amounts due on account of principal
and interest on prior encumbrances, if any: and will keep
all improvements that at any time may be on said property,
insured against loss by fire with extended coverage
endorsements in such company or companies as Mortgagee may,
from time to time, direct. In the case of failure to
provide insurance, or pay tax, taxes or assessments, or
amounts due or to become due on any prior encumbrances,
then Mortgagee may procure such insurance, or pay such taxes
or assessments or amounts due upon prior encumbrances, and
all monies thus paid, with interest thereon at twelve
percent (12%) per annum, shall become so much additional
indebtedness, secured by this Mortgage, and shall be paid
out of the proceeds of any foreclosure if not otherwise
paid by Mortgagor and Mortgagee may, in case of such
default, declare a violation of this covenant and agreement.
3. Maintaining Improvements. Mortgagor shall maintain
all improvements on the property in reasonably good repair
and shall not permit any improvements to be removed or
demolished without Mortgagee's prior written consent.
4. Mortgagee's Remedies. In the case of default in the
payment, or any other terms, of said note, or a default of
any of the terms, conditions, covenants and agreements contained in
this mortgage. Mortgagee may declare a violation of any of
the covenants herein contained and elect to foreclose upon the
property, judicial or otherwise, pursuant to the laws of
the State of Colorado now enacted or hereafter amended.
Out of the proceeds of any mortgage foreclosure after first
paying and retaining all fees, charges and costs for such
foreclosure, the proceeds from the foreclosure shall be
paid to Mortgagee to pay the principal and interest due
thereon according to the tenor and effect thereof, and all
the monies advanced by Mortgagee, for insurance, taxes and
assessments and prior encumbrances, with interest thereon
at twelve percent (12%) per annum, rending the overplus, if
any, unto the Mortgagor. If a release deed is required it
is agreed that Mortgagor will pay the expense thereof.
Mortgagee may purchase the property or any part thereof at
any judicial sale and they will not be obligated at any
such sale to see to the application of the purchase money.
At the foreclosure sale the property may be sold or
disposed of en masse or in separate parcels as the
Mortgagee may thing best.
5. Transfer of Property. If all or any part of the
property or interest therein is sold without Mortgagee's
prior written consent, excluding (a) a transfer by devise,
descent or operation of law upon the death of a joint
tenant (b) the creation of a lien or encumbrance
subordinate to this Mortgage, (c) the creation of a purchase
money security interest for household appliances (d) the
grant of any leasehold interest of three years or less not
containing an option to purchase. Mortgagee may, at its
option, declare all sums secured by this Mortgage to be
immediately due and payable. This right of acceleration
shall be subject to the laws of the State of Colorado.
6. Possession. Whenever a right of foreclosure occurs
hereunder, the Mortgagee shall at once become entitled to
the possession, use and enjoyment of the property and to
the rents, issues and profits thereof, from the accruing of
such right, and during the time of foreclosure proceedings
and any redemptive periods, such possession shall be at
once delivered to Mortgagee of said note on request, and if
refused the delivery of such possession may be enforced by
Mortgagee by any appropriate civil suit or proceeding and
they shall be entitled to a receiver for said property and
of the rents, issues and profits thereof after any such
default, including the time for foreclosure proceedings and
the period of redemption, if any, without regard to the
solvency or insolvency of Mortgagor and without regard to
the value of the property. Such receiver may be appointed
by any court of competent jurisdiction upon ex parte
application and without notice -- such notice being hereby
expressly waived -- and all rents, issues and profits,
income and revenues therefrom shall be applied by such
receiver to the payment of the indebtedness hereby secured
according to the law and order of the court.
7. Acceleration. In case of default in any payments of
principal or interest according to the tenor of the
promissory note, or a breach or violation of any of the
covenants or agreements contained in said note or herein,
by Mortgagee, then and in that case the whole of the
principal sum with interest due, at the option of
Mortgagee, shall become due and payable forthwith.
8. Attorney's Fees and Court Costs. Any reasonable
attorney's fees and court costs for services and the
supervision of any foreclosure pursuant to this mortgage
shall be taxed as a part of the costs of the foreclosure
proceedings.
9. Liability. If the Mortgagor consists of more than
one party then the Mortgagors shall be jointly and severally
liable under any and all obligations, covenants and
agreements contained herein.
10. Miscellaneous.
(a) Binding Effect. This Mortgage shall be
binding upon, and inure to the benefit of, the parties
herein, their heirs, personal representatives, successors
and assigns. The benefits conferred upon, or burdens on,
Mortgagee shall extend to, and be for the benefit of, any
successors or assigns or Mortgagee's interest in this
Mortgage. All rights Mortgagee may exercise herein my be
exercised by the legal holder of the promissory note
secured hereby.
(b) Covenants Run With the Land. The covenants,
agreements and conditions contained in the Mortgage shall
run with land and remain in effect until the total
obligations described therein are paid in full.
(c) Applicable Law. This Mortgage shall be
subject to the laws of the State of Colorado and the
parties agree that proper venue in the event of any
foreclosure or other litigation regarding this Mortgage is
Xxxxxxxxx County, Colorado.
(d) Provision Violation. Should any provision of
this mortgage be found to violate this statue or court
decisions of the State of Colorado, or of the United
States, such provisions shall be deemed to be amended to
comply with and conform to such statues and decisions.
EXECUTED this _________ day of___________________ 19____.
_____________________________
Mortgagor
Attachment 2
SCHEDULE 4.02(u)
-----------------
To Fairfield Capital Corporation
Amended and Restated Credit Agreement
--------------------------------------
A. Storage Tanks. The following is a
--------------
description of certain storage tanks located on
FCI's Properties:
1. Pagosa: All underground storage
------
tanks were removed by the lessee.
2. Plantation. There is one 1,000
----------
gallon registered, underground storage tank at the
maintenance facility owned by Fairfield.
3. Fairfield Harbour. Two aboveground
-----------------
tanks are located at Grounds Maintenance, one of
which is a 2,000 gallon unleaded tank and the other
is a 500 gallon diesel tank. Also, a 1,000 gallon
aboveground propane tank is located at the laundry
facility.
4. Fairfield Westwinds. There is a
-------------------
1,000 gallon propane tank located underground at
this site. This tank has been emptied, left on the
premises and filled with water. There is a 40
gallon diesel tank used with the generator and
located on the roof. At Sea Watch Villa I there is
a 500 gallon propane underground tank used in
conjunction with the spa. At Sea Watch II there is
a 320 gallon propane underground tank used in
conjunction with the spa. At Sea Watch Tower I
there is a diesel tank used with the generator and
located on the roof.
B. Chemicals and Oil Storage. In addition
-------------------------
to underground storage tanks, FCI (and to the best
of Borrower's and FCI knowledge, third party owners
of amenities) store and use oil, pesticides,
fertilizers, herbicides and other chemicals
necessary for the ordinary maintenance and upkeep
of amenities and other grounds at the Developments.
C. Other Environmental Conditions. Although
------------------------------
the amenities at Fairfield Glade are no longer
owned by FCI, FCI agreed to remediate certain
environmental conditions as part of a post-closing
agreement. Currently, the environmental conditions
have been cleaned up or remediated as currently
required and monitoring xxxxx were installed to
determine whether further action is needed. The
state of Tennessee continues to monitor the
remediation and well test results. At Sapphire
Valley, the old building maintenance and
construction area, which is not currently occupied,
is sometimes used by unknown parties to dump
refuse.
Attachment 3
CYPRESS PALMS
(Sent for recordation in Osceola County, Florida.
No recording information available yet.)
CONTRACT NUMBER NAME OF OBLIGOR
00-0000000 Xxxxxx
00-0000000 Hall
00-0000000 Xxxxxxx
00-0000000 Xxxx
00-0000000 Xxxx
00-0000000 XxXxxxx
00-0000000 Premius
00-0000000 Xxxxxxxxxxx
00-0000000 Piper
00-0000000 Xxxx
00-0000000 Rivers
00-0000000 Xxxxxxxx
00-0000000 White
00-0000000 Xxxxxxx
00-0000000 Xxxxx
Attachment 4
PAGOSA AT RECORDER AND EXPECTING RECORDING INFORMATION
17-9604970 XXXXXXX
17-9607338 XXXXX
17-9607429 XXXXXXXX
17-9607536 XXXXXX
17-9607593 MCMURY
Attachment 5
REPURCHASE LIST
------------------------------------------------
CONTRACT NUMBER NAME
------------------------------------------------
07-9600292 XXXX
------------------------------------------------
07-9700167 XXXXXX
------------------------------------------------
08-8807375 TOPSEY
------------------------------------------------
00-0000000 XXXXXXX
------------------------------------------------
17-9506764 XXXXXXX
------------------------------------------------
17-9506845 VANONI
------------------------------------------------
17-9605001 BLACK
------------------------------------------------
17-9605886 XXXXX, SR.
------------------------------------------------
17-9606744 XXXXXX
------------------------------------------------
17-9607841 DOWNHAM
------------------------------------------------
17-9608310 XXXX
------------------------------------------------
17-9608534 XXXXXXXX
------------------------------------------------
17-9608542 XXXXXXX
------------------------------------------------
17-9701545 XXXXXXX
------------------------------------------------
17-9701545 XXXXXXX
------------------------------------------------
17-9701743 YAWAKIE
------------------------------------------------
17-9701750 XXXXX
------------------------------------------------
17-9701776 XXXXXXX
------------------------------------------------
17-9701800 XXXXX
------------------------------------------------
17-9701826 XXXXXXXXXX
------------------------------------------------
17-9701875 XXXXXXX
------------------------------------------------
17-9701883 XXXXXXXX
------------------------------------------------
17-9701909 PEBBLES
------------------------------------------------
17-9702006 XXXX
------------------------------------------------
17-9702022 SEYMOUR
------------------------------------------------
17-9702048 XXXXXX
------------------------------------------------
17-9702055 XXXXXX
------------------------------------------------
17-9702097 XXXXX, XX.
------------------------------------------------
00-0000000 XXXXX
------------------------------------------------
00-0000000 XXXXXXX
------------------------------------------------
00-0000000 XXXXXX
------------------------------------------------
00-0000000 CROW
------------------------------------------------
00-0000000 XXXXX
------------------------------------------------
00-0000000 ADELEKAN
------------------------------------------------
00-0000000 XXXXXXXX
------------------------------------------------
28-9700776 XXXX
------------------------------------------------
28-9701781 XXXXX
------------------------------------------------
28-9701908 XXXXXX
------------------------------------------------
00-0000000 XXXXXX
------------------------------------------------
REPURCHASE LIST
-------------------------------------------------
00-0000000 CART
-------------------------------------------------
00-0000000 XXXXX
-------------------------------------------------
00-0000000 XXXXXXX
-------------------------------------------------
00-0000000 XXXXXXXXXX
-------------------------------------------------
00-0000000 XXXXXX
-------------------------------------------------
00-0000000 XXXXXXXXXXX
-------------------------------------------------
00-0000000 SUSUKI
-------------------------------------------------
CONTRACT NUMBER
PREVIOUS CAPMAC
CONTRACT NUMBER
05 9511873
15 8901421
15 9504356
19 9400144
20 9507334
22 9405394
22 9408232
22 9506639
25 9502516
25 9503365
26 9414199
1993-A
CONTRACT NUMBER
11 8916352
15 9001643
