ENVIRONMENTAL INDEMNITY AGREEMENT
Exhibit 10.4
THIS
ENVIRONMENTAL INDEMNITY AGREEMENT
(the
“Agreement”),
made
on this 20th day of April, 2007, by
COSTA XXXXXX XX REAL ESTATE, LLC,
a
Florida limited liability company, having an address at 0000 Xxxx Xxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000, XXXXX
XXXXXX III REAL ESTATE, LLC,
a
Florida limited liability company, having an address at 0000 Xxxx Xxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000, TDS
TOWN HOMES (PHASE 1), LLC,
a
Florida limited liability company, having an address at 0000 Xxxx Xxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000 and TDS
TOWN HOMES (PHASE 2), LLC,
a
Florida limited liability company, having an address at 0000 Xxxx Xxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000, jointly and severally (collectively, the “Borrower”),
AMERICAN
LEISURE HOLDINGS, INC.
a Nevada
corporation, having an address at 0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx 00000,
TDS
AMENITIES, INC.
a
Florida corporation, having an address at 0000 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx
00000 and XXXXXXX
XXXXXX residing
at xxxx xxxx xxxxx xxxxxxx xxxx
xxxxx, xxxxxxx, xxxxxxx, xxxxx, jointly and severally, (collectively,
the “Guarantor”)
(Borrower and Guarantor are collectively referred to herein as the “Indemnitors”),
in
favor of XXXXXXX
FUNDING, INC.,
a New
Jersey corporation, having an address at Xxx Xxxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (“Agent”), as agent for the lenders identified on
Schedule
A
annexed
to the Note (as hereinafter defined) (Agent and the lenders identified in
Schedule A are hereinafter collectively referred to as “Lender”).
W
I T
N E S S E T H
WHEREAS,
pursuant to a certain Promissory Note, of even date herewith, in the original
principal amount of TWENTY
FOUR MILLION NINE HUNDRED THOUSAND ($24,900,000) DOLLARS
(the
“Note”),
Lender made a loan to Borrower (the “Loan”);
and
WHEREAS,
on the date hereof, Lender and Borrower have executed that certain Loan and
Security Agreement (the “Loan Agreement”) pursuant to which Lender shall
disburse the proceeds of the Loan and upon the terms and conditions set forth
therein, and
WHEREAS,
the Loan is secured, inter
alia,
by that
certain Mortgage and Security Agreement, of even date herewith, (the “Mortgage”)
executed by Borrower, and more particularly described in the Loan Agreement
on
certain real property more particularly described on Exhibit A attached hereto
and made a part hereof (the “Property”); and
WHEREAS,
Guarantor has executed and delivered to Lender guaranty of the Loan, of even
date herewith, (the “Guaranty”) guarantying payment and performance of the Loan
to Lender; and
WHEREAS,
as an inducement to Lender to make the Loan to Borrower, Lender has requested
that Indemnitors enter into and execute this Agreement.
NOW,
THEREFORE, IN CONSIDERATION OF THE LOAN MADE TO BORROWER AND WITH KNOWLEDGE
THAT
LENDER WOULD NOT MAKE THE LOAN BUT FOR THE PROMISES OF INDEMNITORS HEREUNDER,
INDEMNITORS JOINTLY AND SEVERALLY HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREE
AS
FOLLOWS:
1. Defined
Terms.
Except
as otherwise provided in this Agreement, all words and terms not defined herein
shall have the respective meanings and be construed herein as provided in the
Mortgage and the Loan Agreement.
2. Guaranty.
Indemnitors absolutely and unconditionally guaranty to Lender that Indemnitors
and all other users, as well as all operations at the Property will fully comply
with all Environmental Laws and all of the terms, covenants and provisions
of
the Mortgage and the other Loan Documents. In the event that Indemnitors and
all
other users, as well as all operations at the Property do not fully comply
with
all Environmental Laws or the terms, covenants and provisions of the Mortgage
and the other Loan Documents, Lender may, but shall be under no obligation
to,
comply with same. If Indemnitors do not fully comply with all Environmental
Laws
and all of the terms, covenants and provisions of the Mortgage or the other
Loan
Documents, Indemnitors shall reimburse Lender, upon demand, for all reasonable
costs and expenses incurred by Lender (including, without limitation, counsel
and consulting fees and expenses, investigation and laboratory fees and
expenses, court costs and litigation expenses) to the extent not otherwise
reimbursed to Lender by Indemnitors in connection with Lender performing
Indemnitors’ obligations as set forth herein or in the Mortgage or the other
Loan Documents.
3. Indemnification.
Indemnitors absolutely and unconditionally agree to defend, indemnify, and
hold
harmless Lender, its employees, agents, trustees, attorneys, officers, directors
and shareholders from and against any and all claims, demands, penalties, causes
of action, fines, liabilities, settlements, damages, costs or expenses of
whatever kind or nature, known or unknown, foreseen or unforeseen, contingent
or
otherwise, incurred by Lender, its employees, agents, trustees, attorneys,
officers or directors (including, without limitation, counsel and consultant
fees and expenses, investigation and laboratory fees and expenses, court costs,
and litigation expenses) arising out of, or in any way related to: (i) any
breach by Indemnitors of the provisions of this Agreement; (ii) any breach
by
Indemnitors of any of the provisions of the Mortgage or any of the Loan
Documents; (iii) any Hazardous Discharge or threat thereof of any Hazardous
Material which is at, in, on, under, around, from or affecting the Property,
including, without limitation, any violation of any Environmental Law or
any damage
or
injury resulting from any Hazardous Material to or affecting the Property or
the
soil, water, air, vegetation, buildings,
personal property, persons or animals located on the Property or on any other
property or otherwise, whether occurring during or prior to Indemnitor’s
ownership of the Property; (iv) any personal injury (including wrongful death)
and property damages (real or personal) arising out of or related to any such
Hazardous Material; (v) any lawsuit brought or threatened, settlement reached,
or order or directive of or by any Governmental Authority relating to such
Hazardous Material; (vi) any remedial action undertaken by Lender in connection
with any of the foregoing. Notwithstanding the foregoing, the indemnification
created hereunder shall not apply to the gross negligence or willful misconduct
of Lender.
4. Survival.
The
obligations and liabilities of Indemnitors under this Agreement shall survive
and continue in full force and effect and shall not be terminated, discharged
or
released, in whole or in part, irrespective of whether the indebtedness
evidenced by the Note and secured by the Mortgage has been paid in full and
irrespective of any foreclosure of the Mortgage, release of any collateral,
sale
of the Property, pursuant to the provisions of the Mortgage, or acceptance
by
Lender, its wholly-owned subsidiary, assignee or nominee of a deed or assignment
in lieu of foreclosure or sale, and irrespective of any other fact or
circumstance of any nature whatsoever.
5. Guaranty
of Payment and Not Collection.
This
Agreement is a guaranty of payment and not merely of collection. This Agreement
is a primary obligation of Indemnitors.
6. No
Marshalling.
Indemnitors hereby waive any right or claim of right to cause a marshalling
of
Borrower’s assets or to cause Lender to proceed against any of the security or
collateral held by Lender before proceeding against Indemnitors; and,
Indemnitors hereby waive any and all legal requirements that Lender shall
institute any action at law or in equity against Borrower, or anyone else with
respect to the Note, or any other Loan Document, or with respect to any security
held by Lender as a condition precedent to bringing any action against
Indemnitors under this Agreement.
7. Representations
and Warranties of Indemnitors.
Each
Indemnitor represents and warrants that (i) it has received adequate
consideration for the execution, delivery and performance of its obligations
under this Agreement; (ii)
the
making of the Loan to Borrower and the assumption by each Indemnitor of its
liabilities and obligations hereunder has or will provide substantial benefit
to
such Indemnitor; and (iii) Lender would not have made the Loan to Borrower
had
such Indemnitor not executed and delivered this Agreement to
Lender.
8. Subrogation.
So long
as any of the Note remains unpaid, any liabilities and obligations of Borrower
exist under the Loan Documents or Indemnitors under this Agreement, Indemnitors
waive any and all rights of indemnification, reimbursement, subrogation or
contribution which Indemnitors may otherwise have now or hereafter as a matter
of law against Borrower.
9. Obligations
Absolute.
The
liabilities and obligations of Indemnitors hereunder shall be absolute and
unconditional irrespective of (i) any lack of validity or enforceability
of the Note or any other Loan Document; (ii) the insolvency of, or the voluntary
or involuntary bankruptcy, assignment for the benefit of creditors,
reorganization or other similar proceedings affecting Borrower any other
Indemnitor or any of their assets; or (iii) any other circumstance or claim
which otherwise might constitute a defense available to, or a discharge of,
Borrower with respect to its liabilities and obligations under the Loan
Documents, or of Indemnitors with respect to this Agreement.
10. Dealing
with Borrower and Others.
Without
incurring responsibility to Indemnitors and without impairing or releasing
the
liabilities and obligations of Indemnitors hereunder, Lender, may at any time
and from time to time, without the consent of or notice to Indemnitors, upon
any
terms or conditions and in whole or in part shall have the right
to:
(i) amend,
modify or change the manner, place or terms of payment of the Note or any other
Loan Document and/or change or extend the time for payment or renew or alter
any
liabilities and obligations of Borrower or any security therefor, and the
indemnity herein made shall apply to the liabilities and obligations of Borrower
as so amended, modified, changed, extended, renewed or altered;
(ii) sell,
exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order, any property by whomsoever at any time pledged, assigned,
mortgaged or in which a security interest is given to secure, or howsoever
securing, the liabilities and obligations of Borrower;
(iii) exercise
or refrain from exercising any rights against Borrower or other persons or
entities (including Indemnitors) or against any security given by Borrower
or
other persons or entities (including Indemnitors), or otherwise act or refrain
from acting;
(iv) settle
or
compromise any liabilities and obligations of Borrower to Lender, dispose of
any
security therefor, with or without consideration, or any liability incurred
directly or indirectly in respect thereof or hereof, and may subordinate the
payment of all or any part thereof to the payment of any liabilities and
obligations of Borrower (whether due or not) to creditors of Borrower other
than
Lender and Indemnitors; and
(v) apply
any
sums by whomsoever paid and howsoever realized for the benefit of Borrower
to
any liabilities and obligations of Borrower; subject to the provisions of the
Loan Documents.
11. No
Impairment.
No
invalidity, irregularity or unenforceability of all or any part of any
liabilities and obligations of Borrower or the impairment or loss of any
security therefor, whether caused by any actions or inactions of Lender, or
otherwise, shall affect, impair or be a defense to this Agreement.
12. Joint
and Several Liability.
The
liability of each Indemnitor under this Agreement shall be joint and several
with that of each and every other Indemnitor.
13. No
Waiver.
No
delay on the part of Lender in exercising any of its rights, powers or
privileges or partial or single exercise thereof under the Note, this Agreement
or any other document made to or with Lender by Borrower shall operate as a
waiver of any such privileges, powers or rights. No waiver of any of its rights
hereunder and no modification or amendment of this Agreement shall be deemed
to
be made by Lender unless the same shall be in writing, duly signed on behalf
of
Lender by a duly authorized officer, and each such waiver, if any, shall apply
only with respect to the specific instance
involved and shall in no way impair the rights of Lender or the liabilities
and
obligations of Indemnitors to Lender in any other respect at any other
time.
14. Rights
Cumulative.
All
rights, powers and remedies afforded to Lender by reason of this Agreement
are
separate and cumulative remedies, and no one of such remedies whether or not
exercised by Lender shall be deemed to exclude any of the other remedies
available to Lender nor prejudice the availability of any other legal or
equitable remedy which Lender may have with respect to the Loan.
15. Governing
Law.
This
Agreement shall be governed by and construed and interpreted in accordance
with
the substantive laws of the State of New Jersey without regard to choice of
law
consideration.
16. Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective
successors and assigns.
17. Notices.
All
notices, consents, approvals and requests required or permitted hereunder or
under any other Loan Document shall be given in writing and shall be effective
for all purposes if hand delivered or sent by (a) certified or registered United
States mail, postage prepaid, return receipt requested or (b) expedited prepaid
delivery service, either commercial or United States Postal Service, with proof
of attempted delivery, and by telecopier (with answer back acknowledged),
addressed as follows (or at such other address and a person as shall be
designated from time to time by any party hereto, as the case may be, in a
written notice to the other parties hereto in the manner provided for in this
Section):
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If
to Lender:
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Xxxxxxx
Funding, Inc.
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Xxx
Xxxxxxxxxx Xxxxx, Xxxxx 000
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Xxxxxxxxxx,
Xxx Xxxxxx 00000
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Attention:
Xxxxxxx Xxxxxx
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Facsimile
No. (000) 000-0000
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With
a copy to:
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Cole,
Schotz, Meisel, Xxxxxx & Xxxxxxx P.A.
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00
Xxxx Xxxxxx
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Xxxxxxxxxx,
Xxx Xxxxxx 00000-0000
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Attention:Xxxxxxx
X. Xxxxxxxx, Esq.
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Facsimile
No.: (000) 000-0000
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If
to Indemnitors:
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Costa
Xxxxxx XX Real Estate, LLC
0000
Xxxx Xxxx Xxxx
Xxxxxxx,
Xxxxxxx 00000
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With
a copy to:
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Xxxxx
X. Xxxxxxxx, Esq.
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0000
Xxxx Xxxx Xxxx
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Xxxxxxx,
Xxxxxxx 00000
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Facsimile
No.: (000) 000-0000
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With
a copy to:
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Xxxxxx
X. Xxxxx, Esq.
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Xxxxxx
X. Xxxxx, P.A.
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00
X. Xxxx Xxxxxx
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Xxxxxxx,
Xxxxxxx 00000
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Facsimile
No.: (000) 000-0000
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A
notice
shall be deemed to have been given: in the case of hand delivery, at the time
of
delivery; in the case of registered or certified mail, when delivered or the
first attempted delivery on a business day; or in the case of expedited prepaid
delivery and telecopy, upon the first attempted delivery on a business
day.
18. Costs
and Expenses.
In case
of any proceedings to collect any liabilities of Indemnitors to Lender,
Indemnitors shall pay all costs and expenses of every kind for collection,
sale
or delivery, including reasonable attorneys’ fees, and after deducting such
costs and expenses from the proceeds of sale or collection, Lender may apply
any
residue to the liabilities and obligations of Indemnitors under this Agreement,
who shall continue to be liable for any deficiency, with interest at the Default
Rate, if any, under the Loan Documents, or if no Default Rate is provided for,
then at the interest rate provided for in the Note.
19. JURISDICTION
AND VENUE.
IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT
OF
OR RELATED TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER,
INDEMNITORS HEREBY IRREVOCABLY SUBMIT TO
THE
NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ANY COUNTY
IN
THE STATE OF NEW JERSEY WHERE LENDER MAINTAINS AN OFFICE AND AGREES NOT TO
RAISE
ANY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE
OF ANY SUCH PROCEEDING IN SUCH COUNTY. INDEMNITORS AGREE THAT SERVICE OF PROCESS
IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON THEM BY MAILING A COPY THEREOF,
BY REGISTERED MAIL, POSTAGE PREPAID, TO INDEMNITORS.
20. WAIVER
OF JURY TRIAL.
THE
PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
RELATIONSHIP ESTABLISHED HEREUNDER. IT IS INTENDED THAT SAID WAIVER SHALL APPLY
TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR
PROCEEDING. INDEMNITORS ACKNOWLEDGE THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR LENDER TO MAKE THE LOAN.
21. CONSEQUENTIAL
AND PUNITIVE DAMAGES.
NO
CLAIM MAY BE MADE BY INDEMNITORS AGAINST LENDER OR THE AFFILIATES, DIRECTORS,
OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OF LENDER FOR ANY SPECIAL, INDIRECT
OR
CONSEQUENTIAL DAMAGES OR, TO THE FULLEST EXTENT PERMITTED BY LAW, FOR ANY
PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION (WHETHER BASED
ON
CONTRACT, TORT, STATUTORY LIABILITY, OR ANY OTHER GROUND) BASED ON, ARISING
OUT
OF, OR RELATED TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LENDER, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION
THEREWITH, AND INDEMNITORS HEREBY WAIVE, RELEASE, AND AGREE NEVER TO XXX UPON
ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER SUCH CLAIM NOW EXISTS OR HEREAFTER
ARISES AND WHETHER OR NOT IT IS NOW KNOWN OR SUSPECTED TO EXIST IN ITS
FAVOR.
22. Gender.
In all
references herein to any parties, persons, entities or corporations, the use
of
any particular gender of the plural or singular number is intended to include
the appropriate gender or number as the text of the within instrument may
require.
23. Severability.
The
invalidity or unenforceability of any one or more phrases, sentences, clauses,
paragraphs or sections of this Agreement shall not affect the validity or
enforceability of the remaining portions of this Agreement, or any part
thereof.
24. Headings.
Article, section and paragraph headings used in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this
Agreement for any other purposes.
25. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original but such counterparts shall together constitute but one
and
the same instrument.
26. Interpretation.
In the
event of any controversy, dispute or contest over the meaning, interpretation,
validity, or enforceability of this Agreement or any of this Agreement’s terms
or conditions, there shall be no inference, presumption, or conclusion drawn
whatsoever against Lender, Guarantor, or Borrower by virtue of such party having
drafted this Agreement or any portion thereof.
27. Additional
Guaranty.
The
obligations and liabilities of Guarantor under this Agreement are in addition
to
the obligations and liabilities of Guarantor under the Guaranty. The discharge
of any Guarantor’s obligations and liabilities under the Guaranty or by reason
of operation of law or otherwise, in no event or under no circumstance shall
constitute or be deemed to constitute a discharge, in whole or in part, of
any
Guarantor’s obligations and liabilities under this Agreement. Conversely, the
discharge of any Guarantor’s obligations and liabilities under this Agreement or
by reason of operation of law or otherwise shall in no event or under any
circumstance constitute or be deemed to constitute a discharge, in whole or
in
part, of any Guarantor’s obligations and liabilities under any Agreements of
Guaranty.
28. Personal
Liability.
No
exculpatory provisions contained in the Note, the Mortgage, or in any other
Loan
Document with respect to the Loan in any event or under no circumstances shall
be deemed or construed to modify, qualify, or affect in any manner whatsoever
the personal recourse obligations and liabilities of Indemnitors under this
Agreement.
29. Conflict.
In the
event of any conflict between the terms set forth in this Agreement and the
terms set forth in Article 7 of that certain Guaranty of even date herewith
executed by Xxxxxxx X. Xxxxxx, American Leisure Holdings, Inc. and TDS
Amenities, Inc. in favor of Lender (hereinafter referred to as the “Guaranty”)
the terms set forth in the Guaranty shall supersede and prevail over any
conflicting terms set forth in this Agreement; provided, however, that nothing
contained in the Guaranty shall expand any notice or grace period set forth
in
this Agreement.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, Indemnitors have caused this Agreement to be duly executed
and
delivered on the day and year first above written.
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WITNESS:
_________________________________
Name:
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BORROWER:
COSTA
XXXXXX XX REAL ESTATE, LLC,
a
Florida limited liability company
By:
Tierra del Sol Resort (Phase 2), Ltd.,
a
Florida limited partnership, its manager
By:
TDS Management, LLC,
a
Florida limited liability company, its general partner
By:
_/s/ Xxxxxxx X. Wright___
Name:
Xxxxxxx X. Xxxxxx
Title:
Manager
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WITNESS:
_________________________________
Name:
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BORROWER:
XXXXX
XXXXXX III REAL ESTATE, LLC,
a
Florida limited liability company
By:
Tierra del Sol Resort (Phase 2), Ltd.,
a
Florida limited partnership, its manager
By:
TDS Management, LLC,
a
Florida limited liability company, its general partner
By:__/s/
Xxxxxxx X. Wright___
Name:
Xxxxxxx X. Xxxxxx
Title:
Manager
|
|
WITNESS:
_________________________________
Name:
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BORROWER:
TDS
TOWN HOMES (PHASE 1), LLC,
a
Florida limited liability company
By:
Tierra del Sol Resort (Phase 1), Ltd.,
a
Florida limited partnership, its manager
By:
TDS Management, LLC,
a
Florida limited liability company, its general partner
By:__/s/
Xxxxxxx X. Wright___
Name:
Xxxxxxx X.
Xxxxxx
Title:
Manager
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|
WITNESS:
_________________________________
Name:
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BORROWER:
TDS
TOWN HOMES (PHASE 2), LLC,
a
Florida limited liability company
By:
Tierra del Sol Resort (Phase 2), Ltd.,
a
Florida limited partnership, its manager
By:
TDS Management, LLC,
a
Florida limited liability company, its general partner
By:__/s/
Xxxxxxx X. Wright___
Name:
Xxxxxxx X.
Xxxxxx
Title:
Manager
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WITNESS:
_________________________________
Name:
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GUARANTOR:
AMERICAN
LEISURE HOLDINGS, INC.
a
Nevada corporation
By:__/s/
Xxxxxxx X. Wright___
Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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WITNESS:
_________________________________
Name:
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GUARANTOR:
TDS
AMENITIES, INC.
a
Florida corporation
By:___/s/
Xxxxxxx X. Wright___
Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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WITNESS:
_________________________________
Name:
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GUARANTOR:
____/s/
Xxxxxxx X. Wright___
XXXXXXX
X. XXXXXX,
an individual
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STATE
OF FLORIDA
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)
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|
)
ss.:
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|
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COUNTY
OF ORANGE
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)
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I
certify
that on Xxxxx 00, 0000, Xxxxxxx X. Xxxxxx came before me in person and stated
to
my satisfaction that he/she:
(a) made
the
attached instrument; and
(b) was
authorized to and did execute this instrument on behalf of and as Manager of
TDS
MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
TIERRA DEL SOL RESORT (PHASE 2), LTD., a Florida limited partnership, the
Manager of COSTA XXXXXX XX REAL ESTATE, LLC, a Florida limited liability company
(the “Company”), the entity named in this instrument, as the free act and deed
of the Company, by virtue of the authority granted by its operating agreement
and its members.
| _____/s/ J.K. Hudson_____ | |
|
NOTARY PUBLIC
|
#DD459074
|
STATE
OF FLORIDA
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
I
certify
that on Xxxxx 00, 0000, Xxxxxxx X. Xxxxxx came before me in person and stated
to
my satisfaction that he/she:
(a)
made
the
attached instrument; and
(b)
was
authorized to and did execute this instrument on behalf of and as Manager of
TDS
MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
TIERRA DEL SOL RESORT (PHASE 2), LTD., a Florida limited partnership, the
Manager of XXXXX XXXXXX III REAL ESTATE, LLC, a Florida limited liability
company (the “Company”), the entity named in this instrument, as the free act
and deed of the Company, by virtue of the authority granted by its operating
agreement and its members.
| ______/s/ J.K. Hudson_____ | |
|
NOTARY PUBLIC
|
#DD459074
|
STATE
OF FLORIDA
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
I
certify
that on Xxxxx 00, 0000, Xxxxxxx X. Xxxxxx came before me in person and stated
to
my satisfaction that he/she:
(a) made
the
attached instrument; and
(b) was
authorized to and did execute this instrument on behalf of and as Manager of
TDS
MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
TIERRA DEL SOL RESORT (PHASE 1), LTD., a Florida limited partnership, the
Manager of TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability company
(the “Company”), the entity named in this instrument, as the free act and deed
of the Company, by virtue of the authority granted by its operating agreement
and its members.
| _____/s/ J.K. Hudson_____ | |
|
NOTARY PUBLIC
|
|
STATE
OF FLORIDA
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
I
certify
that on Xxxxx 00, 0000, Xxxxxxx X. Xxxxxx came before me in person and stated
to
my satisfaction that he/she:
(a)
made
the
attached instrument; and
(b)
was
authorized to and did execute this instrument on behalf of and as Manager of
TDS
MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
TIERRA DEL SOL RESORT (PHASE 2), LTD., a Florida limited partnership, the
Manager of TDS TOWN HOMES (PHASE 2), LLC, a Florida limited liability company
(the “Company”), the entity named in this instrument, as the free act and deed
of the Company, by virtue of the authority granted by its operating agreement
and its members.
|
_______/s/
J.K. Hudson________
|
|
|
NOTARY PUBLIC
|
#DD459074
|
STATE
OF FLORIDA
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
I
certify
that on Xxxxx 00, 0000, Xxxxxxx X. Xxxxxx came before me in person and stated
to
my satisfaction that he/she:
(a)
made
the
attached instrument; and
(b)
was
authorized to and did execute this instrument on behalf of and as Chief
Executive Officer of TDS AMENITIES, INC., a Florida corporation (the “Company”),
the entity named in this instrument, as the free act and deed of the Company,
by
virtue of the authority granted by its bylaws and its board of
directors.
|
_____/s/
J.K. Hudson_______
|
|
|
NOTARY PUBLIC
|
#DD459074
|
STATE
OF FLORIDA
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
I
certify
that on Xxxxx 00, 0000, Xxxxxxx X. Xxxxxx came before me in person and stated
to
my satisfaction that he/she:
(a)
made
the
attached instrument; and
(b)
was
authorized to and did execute this instrument on behalf of and as Chief
Executive Officer of AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation
(the
“Company”), the entity named in this instrument, as the free act and deed of the
Company, by virtue of the authority granted by its bylaws and its board of
directors.
|
_____/s/
J.K. Hudson_______
|
|
|
NOTARY PUBLIC
|
#DD459074
|
STATE
OF FLORIDA
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
the
13th day of April, 2007, before me personally came Xxxxxxx X. Xxxxxx, who being
by me duly sworn, did depose and say that he signed, sealed and delivered this
instrument as his voluntary act and deed.
| ______/s/ J.K. Hudson________ | |
|
NOTARY
PUBLIC
|
|
#DD459074
EXHIBIT
A
LEGAL
DESCRIPTION
