FOURTH
AMENDED AND RESTATED
TITLE CLEARING AGREEMENT
(COLORADO)
This Fourth Amended and Restated Title Clearing
Agreement is made and entered into as of July 31, 1996, by
and among Fairfield Communities, Inc., a Delaware
corporation (referred to herein as "FCI"); Fairfield
Acceptance Corporation, a Delaware corporation and
wholly-owned subsidiary of FCI (referred to herein as
"FAC"); Colorado Land Title Company, a Colorado corporation
(referred to herein as "Nominee"); The First National Bank
of Boston, Boston, Massachusetts (hereinafter defined as
"FNBB"), as agent and lender to FCI pursuant to the FCI
Boston Loan Agreement (as hereinafter defined); FNBB, as
agent and lender to FAC pursuant to the FAC Boston Loan
Agreement (as hereinafter defined); First Commercial Trust
Company, N.A., Little Rock, Arkansas, as trustee (referred
to herein as "1993-A Trustee"), pursuant to the 1993-A
Pledge Agreement (as hereinafter defined); and Capital
Markets Assurance Corporation, a New York Stock insurance
company, as collateral agent (referred to herein as "Triple-
A Collateral Agent") pursuant to the Triple-A Credit
Agreement (as hereinafter defined). This Agreement is made
in lieu of and supersedes that certain Third Amended and
Restated Title Clearing Agreement dated as of March 28,
1995, by and among certain of the parties hereto, which
agreement is hereby canceled.
W I T N E S S E T H:
WHEREAS, FCI is engaged in the development of a certain
resort and recreational project known as Fairfield Pagosa,
▇▇▇▇▇▇▇▇▇ County, Colorado, and certain other resorts and
recreational projects not subject hereto; and has sold and
continues to sell subdivided Lots (as hereinafter defined)
and Intervals (as hereinafter defined) to purchasers by way
of contract agreements and installment notes ("Sales
Contracts") whereby the purchaser is permitted to finance
the purchase price for said Lots and Intervals over a period
of time; and
WHEREAS, FNBB is the primary lender responsible for
financing the development of FCI projects and in connection
therewith has obtained a security interest in certain Sales
Contracts as security for the repayment of the borrowings of
FCI under the FCI Boston Loan Agreement and of FAC under the
FAC Boston Loan Agreement, and FNBB has further taken
underlying encumbrances against certain of the Properties
(as hereinafter defined) and certain other properties not
subject to this Agreement at the various FCI projects as
security for repayment of the borrowings of FCI under the
FCI Boston Loan Agreement and of FAC under the FAC Boston
Loan Agreement, which underlying encumbrances on the
Properties have provisions for release for the protection of
the purchasers of Lots and Intervals, said releases to be
given under conditions as set forth therein; and
WHEREAS, FCI and FAC have entered into arrangements for
the sale by FCI to FAC of certain Sales Contracts and other
receivables pursuant to a Third Amended and Restated
Operating Agreement dated as of December 8, 1994, as
amended; and
WHEREAS, FAC has sold certain Sales Contracts to
Fairfield Funding Corporation, a Delaware corporation
(referred to herein as "FFC"), which Sales Contracts have in
turn been pledged by FFC to the 1993-A Trustee pursuant to
the 1993-A Pledge Agreement; and
WHEREAS, FAC has sold certain Sales Contracts to
Fairfield Capital Corporation, a Delaware corporation
(referred to herein as "FCC"), pursuant to an Amended and
Restated Receivables Purchase Agreement, dated as of July
31, 1996 (the "Triple-A Purchase Agreement") which Sales
Contracts have in turn been pledged by FCC to the Triple-A
Collateral Agent for the benefit of itself, Triple-A One
Funding Corporation, a Delaware corporation (referred to
herein as "Triple-A") and The First National Bank of Boston,
as L/C Bank ("L/C Bank"), pursuant to the Triple-A Credit
Agreement; and
WHEREAS, FNBB (i) has released its lien upon and its
interest in the Sales Contracts and the underlying Lots and
Intervals pledged to the 1993-A Trustee and (ii) has
released, or will have released its lien upon and its
interest in, the Sales Contracts and the underlying Lots and
Intervals as a prior condition to their being pledged to the
Triple-A Collateral Agent; and
WHEREAS, the parties hereto are desirous of
establishing a title clearing mechanism for the purpose of
providing a convenient method of holding and conveying title
to the Properties, releasing encumbrances thereon and
protecting the interest of the various parties hereto as
their interest may appear;
NOW THEREFORE, in consideration of the mutual promises
and covenants set forth herein, the parties hereto agree as
follows:
1. Definitions. For the purposes of this Agreement,
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the following words and terms shall have the following
meanings unless the context clearly indicates otherwise:
FAC means, as appropriate, Fairfield Acceptance
---
Corporation, individually or in its capacity as servicer
under the 1993-A Pledge Agreement or the Triple-A Credit
Agreement.
FAC Boston Loan Agreement means the Third Amended and
--------------------------
Restated Revolving Credit Agreement, dated as of September
28, 1993, between FAC and FNBB, as amended pursuant to the
First Amendment to Third Amended and Restated Revolving
Credit Agreement, dated as of December 9, 1994, between FAC
and FNBB, and as further amended by the Second Amendment to
Third Amended and Restated Revolving Credit Agreement, dated
as of December 19, 1994, between FAC and FNBB, as amended
and in effect from time to time.
FCC means Fairfield Capital Corporation, a Delaware
---
corporation.
FCI means Fairfield Communities, Inc., a Delaware
---
corporation.
FCI Boston Loan Agreement means the Amended and
----------------------------
Restated Revolving Credit Agreement, dated as of September
28, 1993, among FCI, Fairfield Myrtle Beach, Inc., Suntree
Development Company, St. ▇▇▇▇▇▇▇ Management, Inc., Fairfield
Suntree Realty, Inc., and FNBB, as amended pursuant to the
First Amendment to Amended and Restated Revolving Credit
Agreement, dated as of May 13, 1994, as further amended by
Consent Waiver and Agreement, dated as of September 23,
1994, as further amended by Second Amendment to Amended and
Restated Revolving Credit Agreement, dated as of December 9,
1994, as further amended by Third Amendment to Amended and
Restated Revolving Credit Agreement, dated as of December
19, 1994, as further amended by Fourth Amendment to Amended
and Restated Revolving Credit Agreement, dated as of
November 20, 1995, and as further amended by Fifth Amendment
to Amended and Restated Revolving Credit Agreement, dated as
of January 25, 1996, among FCI, Fairfield Myrtle Beach,
Inc., and FNBB, as amended and in effect from time to time.
FFC means Fairfield Funding Corporation, a Delaware
---
corporation.
FNBB means, as appropriate, The First National Bank of Boston,
----
as lender and agent for itself and such other lenders who
may hereinafter become parties to the FCI Boston Loan
Agreement, and The First National Bank of Boston, as lender
and agent for itself and such other lenders who may
hereinafter become parties to the FAC Boston Loan Agreement.
Intervals means those timeshare intervals created or to
---------
be created in the Properties conveyed to Nominee in
connection herewith, as more fully set forth in Schedule A
attached hereto and made a part hereof, as amended from time
to time, and all such Properties subsequently conveyed to
Nominee in the continuance of this Agreement. Intervals are
created in the Properties pursuant to the filing of regime
documents creating an underlying ownership interest which is
the subject of a Sales Contract, which ownership interest
consists of either (a) a fixed week or undivided interest in
fee simple in a lodging unit or group of lodging units at
the Project, or (b) an undivided leasehold interest in any
lodging unit located at the Pagosa Mountain ▇▇▇▇▇▇▇
timeshare regime at the Project.
L/C Bank means The First National Bank of Boston, as
--------
L/C Bank under the Triple-A Credit Agreement.
Loan Agreement means, as appropriate, (i) the FCI
---------------
Boston Loan Agreement, (ii) the FAC Boston Loan Agreement,
(iii) the 1993-A Pledge Agreement, or (iv) the Triple-A
Credit Agreement.
Lots means all the subdivided lots created or to be
----
created in the Properties conveyed to Nominee in connection
herewith, as more fully set forth in Schedule A attached
hereto and made a part hereof, as amended from time to time,
and all such Properties subsequently conveyed to Nominee in
the continuance of this Agreement.
Mortgage means a deed of trust, deed to secure debt,
--------
vendor's lien, mortgage or any other instrument typically
considered to be a mortgage.
Operating Agreement means the Third Amended and
--------------------
Restated Operating Agreement dated as of December 9, 1994,
between FCI and FAC, as amended.
1993-A Pledge Agreement means that certain Pledge and
------------------------
Servicing Agreement dated as of September 28, 1993, by and
among FAC, as Servicer, FFC, as Issuer, 1993-A Trustee, as
Trustee, and Texas Commerce Trust Company, as Standby
Servicer, relating to the issuance by FFC of certain
Interval Ownership and Lot Contract Pay-Through Notes,
Series 1993-A.
POA means timeshare associations organized in
---
connection with the establishment of timesharing projects at
the various FCI projects and other property owners
associations which may have been organized in connection
with the platting or subdividing of vacant lots at the
various FCI projects.
Project means the recreational/retirement community
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commonly referred to as Fairfield Pagosa being developed by
FCI and such other projects as the parties hereto may by
mutual agreement add to this Agreement.
Properties means those Lots and Intervals located on
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the property described in Schedule A attached hereto, as
amended from time to time. The Mortgages on the Properties
in favor of FNBB are listed in Schedule B attached hereto,
as amended from time to time.
Purchasers means those individuals, partnerships,
----------
corporations or other entities who have entered into a Sales
Contract with FCI for the purchase of a Lot or Interval at
the Project.
Sales Contracts means those contract agreements and
---------------
installment notes, including promissory notes secured by
Mortgages, heretofore entered into and hereinafter to be
entered into between FCI and various Purchasers for the
purchase of a Lot or Interval and for which the total
purchase price has not been paid by the Purchaser.
Secured Party means FNBB, the 1993-A Trustee or the
--------------
Triple-A Collateral Agent, as applicable.
Triple-A means Triple-A One Funding Corporation, a
--------
Delaware corporation.
Triple-A Collateral Agent means Capital Markets
-----------------------------
Assurance Corporation, a New York Stock insurance company,
as collateral agent for the benefit of itself, Triple-A and
L/C Bank pursuant to the Triple-A Credit Agreement.
Triple-A Credit Agreement means that certain Amended
--------------------------
and Restated Credit Agreement dated as of July 31, 1996, by
and among FAC, as servicer, FCI, FCC, as borrower, Triple-A
Collateral Agent, L/C Bank, and Triple-A, relating to loans
to be made by Triple-A to FCC.
Triple-A Intervals means those Intervals which give
------------------
rise to certain Sales Contracts pledged, assigned and
transferred to the Triple-A Collateral Agent pursuant to the
Triple-A Credit Agreement. The Triple-A Intervals are
listed on Schedule D attached to this Agreement and made a
part hereof, as amended from time to time.
Triple-A Lots means those Lots which give rise to
--------------
certain Sales Contracts pledged, assigned and transferred to
the Triple-A Collateral Agent pursuant to the Triple-A
Credit Agreement. The Triple-A Lots are listed on Schedule
D attached to this Agreement and made a part hereof, as
amended from time to time.
1993-A Trustee means First Commercial Trust Company,
---------------
N.A., Little Rock, Arkansas, as trustee under the 1993-A
Pledge Agreement.
1993-A Trust Intervals means those Intervals which give
----------------------
rise to certain Sales Contracts pledged, assigned and
transferred to the 1993-A Trustee pursuant to the 1993-A
Pledge Agreement. The 1993-A Trust Intervals are listed on
Schedule C attached to this Agreement and made a part
hereof, as amended from time to time.
1993-A Trust Lots means those Lots which give rise to
-----------------
certain Sales Contracts pledged, assigned and transferred to
the 1993-A Trustee pursuant to the 1993-A Pledge Agreement.
The 1993-A Trust Lots are listed on Schedule C attached to
this Agreement and made a part hereof, as amended from time
to time.
2. Transfer of Properties to Nominee. FCI, by
-------------------------------------
various deeds, has transferred fee simple title to the
Properties identified on Schedule A to Nominee, subject to
those Mortgages identified on Schedule B. Nominee agrees to
accept and hold legal title to said Properties in accordance
with the terms, provisions and conditions of this Agreement
and for the benefit of FCI, FAC and the related Secured
Party, as their interests may appear. Except for those
Properties for which the beneficial interest has been
transferred to FFC or FCC and subsequently pledged to the
1993-A Trustee or the Triple-A Collateral Agent,
respectively, the beneficial interest in all the Properties
underlying Sales Contracts conveyed to Nominee pursuant to
this Agreement shall be in FCI, and at such time as the
Sales Contracts are transferred to FAC pursuant to the
Operating Agreement, the beneficial interest in the
Properties underlying those Sales Contracts transferred to
FAC shall pass to FAC with the transference of said Sales
Contracts. In the event FCI elects to repurchase Sales
Contracts previously transferred to FAC, the beneficial
interest in the Properties will be re-transferred to FCI by
FAC when those Sales Contracts are transferred from FAC back
to FCI, all in accordance with the Operating Agreement.
Although Nominee shall be advised of the transference of
Sales Contracts and the beneficial interest in the
Properties underlying the Sales Contracts, Nominee shall not
be held liable by any party hereto for acting in good faith
on the written instructions of FCI or FAC even though there
may be a mistake as to the proper owner of the beneficial
interest underlying the Sales Contracts.
3. Title Ownership and Responsibility of Nominee.
----------------------------------------------
(a) Nominee acknowledges that notwithstanding the fact
that it will be the record owner of the fee simple title to
the Properties, its ownership is subject in all respects to
the provisions of this Agreement, those Mortgages identified
on Schedule B hereto, and the terms and conditions of the
Loan Agreements. Nominee further acknowledges that it holds
fee simple title to the Properties for the benefit of the
other parties hereto and shall have no equitable rights in
the Properties nor any right to the income or profits to be
derived therefrom.
(b) Nominee's function and responsibility during the
existence of this Agreement will be to (i) hold record title
to the Properties for the benefit of the other parties
hereto, FFC and FCC, (ii) convey title as directed upon the
written request of FCI or FAC, as applicable, as the
beneficial owner at such time, and, if applicable, as
servicer under the 1993-A Pledge Agreement or the Triple-A
Credit Agreement, except as provided by Section 12 hereof;
(iii) contemporaneously with the conveyance of any of the
Properties that qualify for deeding in accordance with the
terms of the Sales Contracts, pursuant to authorization from
the related Secured Party as set forth herein, cause with
respect to such Properties such Secured Party's underlying
Mortgage, if any, to be released of record; (iv) where
requested by FCI or a Purchaser, as the case may be, cause
to be issued a title insurance policy to the Purchaser
(provided all title requirements are properly met and the
appropriate premium has been paid); and (v) execute such
instruments as are required to be executed pursuant to
Sections 11 and 13 hereof. Nominee may authorize a third
party, including any employee of FCI or FAC, by power of
attorney, to execute any instrument required by this Section
3(b).
(c) Except to the extent expressly permitted herein,
Nominee shall have no discretionary authority whatsoever to
exercise any control over the Properties.
(d) Except as set forth in Section 3(b), Nominee
agrees that it will do nothing which will in any way impair,
encumber or otherwise adversely affect in any manner the
title to the Properties.
(e) Nominee shall have no duties and responsibilities
other than those set forth herein, and it shall act only at
the direction of the parties hereto solely in accordance
with the terms hereof. FCI, FAC, and each Secured Party
hereby expressly do not delegate any discretionary duties or
responsibilities to Nominee as are often times associated
with a trustee acting pursuant to the terms and provision of
a trust agreement.
4. Responsibility of FAC or FCI Relating to
--------------------------------------------------
Conveyances by Nominee.
----------------------
(a) FCI shall cause any construction or vendor's lien
or blanket encumbrance (other than FNBB's Mortgages) to be
released and shall be responsible for paying release prices
to the proper party as necessary to secure the release of
the Properties to be conveyed as provided herein.
(b) FCI or FAC, as the case may be, shall prepare all
such deeds, releases, assignments and other documents as
may be necessary to carry out the purpose of this Agreement
and to cause revenue or transfer tax stamps to be properly
affixed as necessary to satisfy recording requirements, and
shall cause all recording fees to be paid and all necessary
instruments to be recorded in the appropriate real estate
records. FCI and FAC agree that each will maintain all
records necessary to identify beneficial ownership of the
Properties.
(c) FCI or FAC, as the case may be, shall be
responsible for advising Nominee and the related Secured
Party of all assignments of the Sales Contracts and
underlying beneficial interests and all conveyances of the
Properties, by furnishing copies of all such assignments and
conveyances to Nominee and to such Secured Party. Such
assignments and conveyances shall take the form of a
"Document of Sale and Assignment of Beneficial Interest" or
a "Document of Pledge and Assignment of Beneficial
Interest," which shall identify those Sales Contracts and
the underlying Properties giving rise to such Sales
Contracts to be assigned or conveyed. Nominee shall be
entitled to rely upon such "Document of Sale and Assignment
of Beneficial Interest" and "Documents of Pledge and
Assignment of Beneficial Interest" in determining beneficial
ownership of and security interests in the Properties. It
shall not be the responsibility of the Nominee to ensure
that FCI and FAC comply with the provisions of this
subsection (c).
(d) FFC has provided Nominee with a copy of an
assignment pledging and assigning all beneficial interest in
the 1993-A Trust Intervals, the 1993-A Trust Lots and the
related Sales Contracts (previously held by FAC and conveyed
to FFC) to the 1993-A Trustee. FAC, as servicer under the
1993-A Pledge Agreement, or the 1993-A Trustee shall provide
Nominee with copies of any future assignments of beneficial
interest in the 1993-A Trust Intervals or the 1993-A Trust
Lots, which assignments shall be in the form of a
certificate and shall identify the 1993-A Trust Intervals,
the 1993-A Trust Lots and related Sales Contracts assigned
thereby. Any such assignment submitted to Nominee by FAC
shall be accompanied by an approval, in writing, of the
1993-A Trustee. Upon receipt by the Nominee of any such
certificates, (i) Schedule C shall automatically be deemed
to be updated to exclude the 1993-A Trust Intervals and the
1993-A Lots covered by such certificates, (ii) Nominee shall
be entitled to rely upon such certificates in determining
beneficial ownership of the 1993-A Trust Intervals and the
1993-A Trust Lots covered by such certificates and (iii) the
beneficial ownership of the 1993-A Trust Intervals and the
1993-A Trust Lots covered by such certificates shall be
presumed to be in FCI or FAC, as applicable, and subject to
the lien of FNBB under the Mortgages on Schedule B.
(e) FCC has provided to Nominee on the Closing Date and
Effective Restatement Date (as such terms are defined in the
Triple-A Credit Agreement), and FCC will provide to Nominee
on Contract Grant Dates (as defined in the Triple-A Credit
Agreement), if any, occurring after the Effective
Restatement Date, copies of releases and assignments
evidencing (i) FNBB's release of its lien upon and its
interest in the Triple-A Intervals, the Triple-A Lots and
the related Sales Contracts, (ii) the transfer of all
beneficial interest in the Triple-A Intervals, the Triple-A
Lots and the related Sales Contracts from FAC to FCC
pursuant to the Triple-A Purchase Agreement and (iii) the
pledge and assignment of the Triple-A Intervals, the Triple-
A Lots and the related Sales Contracts from FCC to the
Triple-A Collateral Agent pursuant to the Triple-A Credit
Agreement. Upon receipt by the Nominee of any such future
releases and assignments, Schedule D shall automatically be
deemed to be updated to include the Triple-A Intervals and
the Triple-A Lots covered by such releases and assignments,
and Nominee shall be entitled to rely upon such releases and
assignments in determining beneficial ownership of the
Triple-A Intervals and the Triple-A Lots covered thereby.
FAC, as servicer under the Triple-A Credit Agreement,
or the Triple-A Collateral Agent shall provide Nominee with
copies of any future assignments from Triple-A Collateral
Agent to FCC, FAC or FCI, as applicable, of beneficial
interest in the Triple-A Intervals or the Triple-A Lots,
which assignments shall be in the form of a certificate and
shall identify the Triple-A Intervals, the Triple-A Lots and
related Sales Contracts assigned thereby. To be effective,
any such assignment submitted to Nominee by FAC shall be
accompanied by an approval, in writing, of the Triple-A
Collateral Agent. Upon receipt by the Nominee of any such
certificates, (i) Schedule D shall automatically be deemed
to be updated to exclude the Triple-A Intervals and the
Triple-A Lots covered by such certificates, (ii) Nominee
shall be entitled to rely upon such certificates in
determining beneficial ownership of the Triple-A Intervals
and the Triple-A Lots and (iii) the beneficial ownership of
the Triple-A Intervals and the Triple-A Lots covered by such
certificates shall be presumed to be in FCI or FAC, as
applicable, and subject to the lien of FNBB under the
Mortgages on Schedule B.
5. Conveyance and Release of Properties.
------------------------------------
(a) At such time as a Purchaser has paid in full the
purchase price or the requisite percentage of the purchase
price for deeding pursuant to a Sales Contract, and/or has
otherwise fully discharged all of the Purchaser's
obligations and responsibilities required to be discharged
as a condition to deeding, including the payment of all POA
dues and assessments, FCI or FAC, as applicable, as the
beneficial owner of the security interest in such property
at such time or as servicer for a Secured Party which is the
beneficial owner of the security interest in such property
at such time, shall direct Nominee in writing to immediately
cause to be released the related Secured Party's underlying
Mortgage(s) with respect to such Properties, unless
otherwise directed in writing by the related Secured
Party(s) pursuant to Section 12 hereof, and forthwith shall
deliver and record a properly executed Warranty Deed or
Special Warranty Deed (with documentary stamps and recording
fees to be paid by FCI or FAC as the case may be) conveying
fee simple title to the Lot or Interval covered by such
Sales Contract to the Purchaser. Within a reasonable time
following the delivery of the Warranty Deed or Special
Warranty Deed to Purchaser, a title insurance policy shall
also be delivered (provided the Purchaser has paid for such
in connection with his purchaser of the Properties
involved).
(b) Unless directed otherwise by a Secured Party,
pursuant to Section 12 hereof (or otherwise), each Secured
Party hereby authorizes and appoints Nominee as its agent to
release such Secured Party's underlying Mortgages against
any Properties upon receipt by Nominee of a written request
for deeding by FCI or FAC, together with a certification by
an authorized officer of FCI or FAC stating that all the
conditions to the release from the Mortgage or Mortgages
encumbering such Properties have been satisfied. Each
Secured Party further agrees to execute any additional
documents as may be necessary to be filed of record in order
to verify Nominee's authority to release such Secured
Party's Mortgages as provided herein.
(c) All payments made by Purchasers pursuant to the
terms of their Sales Contract shall be made directly to FCI,
FAC, FFC or FCC, as the case may be, for the benefit of the
relevant Secured Party, if any, pursuant to the terms of the
related Loan Agreement. No payments are to be received by
Nominee.
6. Default by Purchaser. Where a Purchaser has
---------------------
recorded his/her Sales Contract and Purchaser defaults and
otherwise refuses to reconvey legal or equitable title to
Nominee, Nominee shall assign the recorded Sales Contract to
FCI or FAC (as applicable, as the beneficial owner of such
recorded Sales Contract, or, if applicable, as servicer
under the 1993-A Pledge Agreement or the Triple-A Credit
Agreement), for foreclosure or other appropriate action.
Subject to the provisions of Section 12 hereof, Nominee may
rely on the written request of FCI or FAC, as applicable, in
regard to the assignment of said recorded Sales Contracts.
7. POA Voting Rights. Voting rights in any POA which
-----------------
may inure to the benefit of the Nominee as legal titleholder
shall be assigned by Nominee to FCI or, at the option of
FCI, FCI may require an irrevocable proxy be delivered unto
it by Nominee so that FCI may continue to exercise all such
voting rights.
8. Warranty as to Title. FCI represents and warrants
--------------------
unto Nominee that it has transferred fee simple title to the
Properties to Nominee, and that its deeds of conveyance to
Nominee convey to said Nominee title subject only to
(i) subdivision and condominium restrictions, covenants,
etc., including timeshare declarations, (ii) road rights of
way and easements, (iii) utility easements, (iv) the rights
of Purchasers who have entered into the Sales Contracts,
(v) those Mortgages set out on Schedule B attached hereto,
(vi) other such miscellaneous restrictions, covenants and
Mortgages as those enumerated above, and (vii) the terms of
this Agreement.
9. Additional Properties. From time to time FCI or
---------------------
FAC may convey to Nominee additional platted lots and
timeshare units or such acreage as FCI contemplates that it
will plat or subdivide, to be held by Nominee as Properties
subject to the terms and conditions of this Agreement, and
all parties recognize that this Agreement shall be binding
upon such additional Properties. Only platted lots and
timeshare units or acreage which FCI contemplates will be
platted or subdivided may be conveyed to Nominee, and such
conveyances shall exclude, except as noted above, raw
acreage and unplatted properties which may be owned from
time to time by FCI or FAC, as the case may be. Nominee
shall have the right to review all proposed conveyances to
assure compliance with the provisions of this section and
the terms of this Agreement; and in addition thereto,
Nominee shall have the right to refuse to accept any
conveyance of such additional platted lots and timeshare
units if they are located in jurisdictions which prohibit
Colorado Land Title Company from acting as Nominee under the
terms and provisions of this Agreement.
10. Indemnification. FCI and FAC jointly and
---------------
severally agree to indemnify and hold harmless Nominee from
any and all claims, demands, actions or causes of action in
any way relating to or arising out of the record ownership
of the Properties or out of the good faith discharge by
Nominee of any of the terms and conditions of this
Agreement, including all costs and expenses of any nature
that Nominee may incur. Each Secured Party shall indemnify
and hold harmless Nominee from any and all claims, demands,
actions or causes of action, including all costs and
expenses of any nature that Nominee may incur in connection
therewith, which relate to or arise out of any act or
failure to act of the Nominee, which action or inaction was
in good faith pursuant to and in reliance upon written
instructions from such Secured Party to the Nominee. With
respect to actions related to particular Properties, the
parties hereto expressly acknowledge that Nominee shall be
entitled to rely upon the written instructions of FCI, FAC
or the Secured Party which has a first position lien on such
Properties as set forth herein and in the Schedules hereto,
and Nominee shall have no liability for any action taken in
good faith in such reliance. FCI or FAC, as the case may
be, shall reimburse Nominee for all costs, fees and expenses
incurred by it relating to its serving as Nominee under the
terms and provisions of this Agreement. It is the intent of
the parties to insure that the Nominee shall incur no
liability whatsoever in connection with the good faith
performance of its functions under this Agreement, and in
connection therewith, all parties hereto release and waive
any claims they may have against Nominee which may result
from the performance in good faith by Nominee of its
responsibilities under this Agreement.
11. Mortgages, Platting, and Reconveyance of the
-------------------------------------------------
Properties. Subject to the provisions of Section 12 hereof,
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upon written request of FCI, Nominee shall, except as to
such Properties as FCI may have previously assigned or
transferred beneficial interest, reconvey all or any portion
of the Properties to FCI, subject to the Mortgages listed in
Schedule B, for the purpose of granting construction
Mortgages or for any other purpose for which FCI may require
legal title; and further, Nominee agrees to execute such
Mortgages covering such Properties, as requested in writing
by FCI, to any Secured Party or such third parties as FCI
may direct. Nominee further agrees to execute any and all
documents, including plats, covenants and restrictions, as
may be necessary to add and/or revise existing or new
subdivisions with respect to the Properties.
12. Default Under Loan Agreements. In the event of
------------------------------
default of FCI, FAC, FFC or FCC under any of the Loan
Agreements, the related Secured Party shall notify Nominee
in writing of such event at such time as notice of such
default is given to FCI, FAC, FFC or FCC, as the case may
be, which writing shall identify those Properties giving
rise to Sales Contracts relating to the defaulted Loan
Agreement and may further instruct Nominee that, with
respect to those Properties, Nominee shall act only upon the
written instructions of the related Secured Party and any
prior lienholder with respect to such Properties and the
related Sales Contracts, whereupon Nominee shall only take
action with respect to the Properties identified in the
notice, notwithstanding instructions of FCI, FAC, FFC or FCC
to the contrary, as directed by the related Secured Party
and any prior lienholder.
The receipt of any notice of default shall relate only
to the specific Loan Agreement identified therein. As to
all other Loan Agreements, Nominee shall continue to act
upon the written request of FCI, FAC, FNBB, the 1993-A
Trustee or the Triple-A Collateral Agent, as the case may
be, as to the Properties relating thereto.
Any notice of default given Nominee pursuant to this
section shall be mailed by first class mail, postage
prepaid, return receipt requested, to the following address:
Colorado Land Title Company
▇▇▇ ▇/▇ ▇▇▇▇ ▇▇▇▇▇▇, P. O. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Rob Ptolemy
In no event shall Nominee have any responsibility for
preparation of documents referred to in Section 4(b) of this
Agreement. As to Properties relating to any defaulted Loan
Agreement, said documents shall be prepared by the related
Secured Party or its designee.
13. Provisions Related to Pooling/Pledge/Sale
--------------------------------------------------
Agreements.
----------
Notwithstanding anything herein to the contrary and
specifically notwithstanding the provisions of Section 3(a)
hereof, the interest in Properties related to the 1993-A
Trust Lots and the 1993-A Trust Intervals granted the 1993-A
Trustee by this Agreement and the 1993-A Pledge Agreement
are hereby deemed superior and senior to any and all
interests granted pursuant to the Mortgages listed in
Schedule B hereto. The parties hereto acknowledge that
Nominee holds title to the 1993-A Trust Lots and the 1993-A
Trust Intervals for the benefit of the purchasers of the
1993-A Trust Lots and the 1993-A Trust Intervals and the
1993-A Trustee, subject only to the terms and conditions of
the related Sales Contracts and the 1993-A Pledge Agreement,
respectively. The Nominee shall not transfer, pledge or
assign the 1993-A Trust Lots or the 1993-A Trust Intervals
except as expressly provided herein.
Notwithstanding anything herein to the contrary and
specifically notwithstanding the provisions of Section 3(a)
hereof, the interest in Properties related to the Triple-A
Lots and the Triple-A Intervals granted the Triple-A
Collateral Agent by this Agreement and the Triple-A Credit
Agreement are hereby deemed superior and senior to any and
all interests granted pursuant to the Mortgages listed in
Schedule B hereto. The parties hereto acknowledge that
Nominee holds title to the Triple-A Lots and the Triple-A
Intervals for the benefit of the purchasers of the Triple-A
Lots and the Triple-A Intervals and the Triple-A Collateral
Agent, subject only to the terms and conditions of the
related Sales Contracts and the Triple-A Credit Agreement,
respectively. The Nominee shall not transfer, pledge or
assign the Triple-A Lots or the Triple-A Intervals except as
expressly provided herein. The provisions of this
paragraph, however, shall not apply to any Triple-A Lots and
Triple-A Intervals that may be granted the Triple-A
Collateral Agent by this Agreement and the Triple-A Credit
Agreement on Contract Grant Dates (as defined in the Triple-
A Credit Agreement), if any, occurring after the Effective
Restatement Date (as defined in the Triple-A Credit
Agreement), until releases and assignments covering such
Property have been delivered to the Nominee in accordance
with the requirements of Section 4(e) hereof.
14. Miscellaneous.
-------------
(a) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors
and assigns. This Agreement constitutes the entire
understanding and agreement between the parties with respect
to the subject matter hereof and may not be changed or
modified orally but only by instrument in writing signed by
the party against which enforcement of such change or
modification is sought.
(b) This Agreement may be amended from time to time
for the purpose of adding additional parties and revising
the terms herein, provided, however, that except as
specifically provided in paragraph 15 below, no such
amendment shall be effective until all parties hereto have
agreed in writing to such revisions.
(c) This instrument shall be construed in accordance
with and governed by the laws of the State of Colorado. In
the event any clause or provision of this Agreement is
declared to be invalid, the invalidity of any such clause or
provision shall not affect the remaining clauses and
provisions of this Agreement which shall remain in full
force and effect.
(d) No party may make an assignment of its interest in
this Agreement without obtaining the written consent of the
other parties hereto; provided, however, that to the extent
permitted by the FCI Boston and FAC Boston Loan Agreements,
the 1993-A Pledge Agreement or the Triple-A Credit
Agreement, respectively, FNBB, the 1993-A Trustee and the
Triple-A Collateral Agent may be replaced or succeeded as
parties to this Agreement without the consent of the other
parties hereto. The parties further agree to execute
additional documents as may be necessary to carry out the
purposes of this Agreement and protect the interests of all
parties hereto.
15. Amendment/Termination.
---------------------
(a) This Agreement may be amended solely for the
purpose of identifying and segregating a separate pool of
Sales Contracts, and the Lots or Intervals relating thereto,
which are to be sold or pledged pursuant to a pooling, sale
or pledge agreement, by an instrument in writing signed by
FCI, FAC, Nominee and FNBB. Any amendment undertaken
pursuant to this paragraph 15(a) shall not relate to or
affect Lots or Intervals listed on Schedules C and D
attached hereto, nor shall it in any way impair or amend the
rights of the 1993-A Trustee or the Triple-A Collateral
Agent under this Agreement. An executed copy of any
Amendment undertaken pursuant to this paragraph 15(a) shall
be provided to all parties to this Agreement.
(b) This Agreement shall be terminable by any party
hereto by giving sixty (60) days written notice to all other
parties of its desire to so terminate. The election by any
party other than FNBB, FCI or FAC to terminate will not
terminate this Agreement with respect to the remaining
parties, provided the remaining parties shall cause to be
substituted a successor party in place of the terminating
party. Upon termination, title to the Properties shall be
conveyed by Nominee in accordance with the written
instructions of FCI, FAC, the 1993-A Trustee or the Triple-A
Collateral Agent, as the case may be, as the beneficial
owner or assignee of the beneficial ownership of such
Properties at such time; except, however, if Nominee has
been notified by any Secured Party in writing that a default
has occurred under a Loan Agreement, as described more fully
in Section 12 of this Agreement, Nominee shall convey title
to the Properties securing the defaulted Loan Agreement in
accordance with the written instructions of the
related Secured Party and first lienholder with respect
thereto. In any event, this Agreement shall terminate, if
not sooner terminated, on January 1, 2010.
16. Notice. Notice under this Agreement shall be
------
given to the parties at the following addresses, or at such
other address as shall be designated by a party in a written
notice to the other parties:
Colorado Land Title Company
---------------------------
Rob Ptolemy
Colorado Land Title Company
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fairfield Communities, Inc. and
Fairfield Acceptance Corporation
--------------------------------
Counsel:
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fairfield Communities, Inc. Rose Law Firm, a
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Professional Association
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
The First National Bank of Boston
---------------------------------
Counsel:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
The First National Bank of Boston ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (617) 951-8535
(▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
First Commercial Trust Company, N.A.
-----------------------------------
Counsel:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, III
First Commercial Trust Company, ▇▇▇▇ Law Firm
National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
First Commercial Building, (▇▇▇) ▇▇▇-▇▇▇▇
7th Floor Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Capital Markets Assurance Corporation
-------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Counsel:
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Attn: Head of Exposure Sidley & Austin
Management ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇
Telecopy: (▇▇▇)▇▇▇-▇▇▇▇
Notice to each of the aforementioned parties shall be
given by the Nominee if either FCI or FAC should default in
the performance of any of their respective obligations under
this Agreement.
17. Execution. This Agreement may be executed in one
---------
or more counterparts, all of which shall constitute one and
the same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
DATED as of the date first above written.
FAIRFIELD COMMUNITIES, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ------------------------------
Witness TITLE: Senior Vice President
FAIRFIELD ACCEPTANCE CORPORATION
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- -------------------------------
Witness TITLE: President
COLORADO LAND TITLE COMPANY
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ BY:/s/ ▇▇▇▇▇▇ ▇. Ptolemy
------------------------- -------------------------------
Witness TITLE: President
THE FIRST NATIONAL BANK OF BOSTON,
as agent and lender under the FCI
Boston Loan Agreement
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- --------------------------------
Witness TITLE: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as agent and lender under the FAC
Boston Loan Agreement
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- --------------------------------
Witness TITLE: Vice President
FIRST COMMERCIAL TRUST COMPANY, N.A.,
as 1993-A Trustee
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- --------------------------------
Witness TITLE: Trust Operations Manager
CAPITAL MARKETS ASSURANCE
CORPORATION,
as Triple-A Collateral Agent
/s/▇▇▇▇ ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------ -------------------------------
Witness TITLE: Vice President (CapMac)
LIST OF SCHEDULES
-----------------
Schedule A: Properties
Schedule B: Mortgages
Schedule C: 1993-A Trust Lots and Intervals
Schedule D: Triple-A Intervals and Lots
SCHEDULE A
[TO BE AMENDED]
RECORDED SUBDIVISIONS
The following lots, parcels and tracts are all recorded in
the Office of the County Clerk and Recorder in and for
▇▇▇▇▇▇▇▇▇ County, Colorado. Dates included with the
following legal descriptions represent the dates on which
specific plats were recorded.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
----------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ consisting of:
Lots 1 through 39, inclusive & Tracts A, B and C of Block 1
1 parcel consisting of Block 2
Lots 1 through 16, inclusive and Tract A of Block 3
Lots 1 through 6, inclusive of Block 4
Lots 1 through 41 of Block 5
Lots 1 through 23, inclusive of Block 6
Lots 1 through 24, inclusive of Block 7
Lots 1 through 25, inclusive of Block 8
Lots 1 through 29, inclusive of Block 9
Lots 1 through 9, inclusive of Block 10
Lots 1 through 46, inclusive of Block 11
Lots 1 through 71, inclusive of Block 12
Lots 1 through 76, inclusive of Block 13
Lots 1 through 48, inclusive of Block 14
Lots 1 through 43, inclusive of Block 15
Lots 1 through 21, inclusive and Tract A of Block 16
Lots 1 through 18, inclusive of Block 17
Lots 8 through 13, inclusive of Block 18
Lots 1 through 35, inclusive of Block 19
Lots 1 through 24, inclusive of Block 20
Lots 1 through 15, inclusive of Block 21
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, March 13, 1970;
Reception ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇-▇▇. (Total of
614 Lots, 5 Tracts)
Pagosa In The Pines
-------------------
Pagosa In the Pines consisting of:
Lots 1 through 10, inclusive and Tract A of Block 1
Lots 1 through 24, inclusive of Block 2
Lots 1 through 30, inclusive of Block 3
Lots 1 through 38, inclusive of Block 4
Lots 1 through 17, inclusive of Block 5
Lots 1 through 28, inclusive of Block 6
Lots 1 through 16, inclusive of Block 7
Lots 1 through 21, inclusive of Block 8
Lots 1 through 34, inclusive, and Tract A of Block 9
Lots 1 through 14, inclusive of Block 10
Lots 1 through 61, inclusive of Block 11
Lots 1 through 6, inclusive of Block 12
Lots 1 through 61, inclusive of Block 13
Lots 1 through 30, inclusive of Block 14
Lots 1 through 10, inclusive of Block 15
Lots 1 through 21, inclusive of Block 16
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, March 13, 1970;
Reception No. 73014 thru 73027, Plat File #87-100. (Total
of 421 Lots, 2 Tracts)
Pagosa In The Pines Unit Two
----------------------------
Pagosa In the Pines Unit Two consisting of Lots 1 through
384, inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, February 4,
1972; Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of
384 Lots)
Pagosa Vista
------------
Pagosa Vista consisting of Lots 1 through 658, inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, September 13,
1971; Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of
658 Lots)
Pagosa ▇▇▇▇▇▇▇
--------------
Pagosa ▇▇▇▇▇▇▇ consisting of Lots 1 through 106, inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 1, 1970;
Reception No. 73220, Plat file #102. (Total of 106 Lots)
Pagosa ▇▇▇▇▇▇▇ - Unit Two
-------------------------
Pagosa ▇▇▇▇▇▇▇ Unit Two consisting of Lots 1 through 116,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, September 13,
1971; Reception No. 74883, Plat file #130. (Total of 116
Lots)
Pagosa ▇▇▇▇▇▇▇ - Unit Three
---------------------------
Pagosa ▇▇▇▇▇▇▇ Unit Three consisting of Lots 1 through 122,
inclusive, and 4 Tracts.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, May 23, 1972;
Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of 122 Lots
and 4 Tracts)
Pagosa ▇▇▇▇▇▇▇ - Unit Four
--------------------------
Pagosa ▇▇▇▇▇▇▇ Unit Four consisting of Lots 1 through 329,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 4, 1973;
Reception No. 77867, Plat File #153 A-H. (Total of 329
Lots)
Replat 184 84139 10-9-75
Replat 188 85910 ▇-▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Village consisting of Lots 1 through 1747,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 6, 1972;
Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇▇. (Total of 1747
Lots)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Village Unit Two
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Village Unit Two consisting of Lots 1 through
413, inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 4, 1973;
Reception No. 77868, Plat File #154 A-F. (Total of ▇▇▇
▇▇▇▇)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
Pagosa Highlands Estates consisting of Lots 1 through 795,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, February 24,
1972; Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of
▇▇▇ ▇▇▇▇)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Lake Forest Estates consisting of Lots 1 through 612,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 4, 1973;
Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of 612
Lots)
Pagosa Alpha
------------
Pagosa Alpha consisting of portions of Section 15, 21, 22
and 23, Township 35 North, Range 2 West.
22 parcels in Section 15
36 parcels in Section 21
62 parcels in Section 22
45 parcels in Section 23
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 13, 1969;
Reception No. 72213, Plat File #63. (Total of 165 parcels)
And replat of Pagosa Alpha recorded July 17, 1978 under
Reception No. 91872 in the Clerk and Recorders Office of
▇▇▇▇▇▇▇▇▇ County, Colorado.
Pagosa Village Service Commercial
---------------------------------
Pagosa Village Service Commercial consisting of Lots 2
through 49, inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, August 7, 1975;
Reception No. 83662, Plat File #178. (Total of 48 Lots)
Pagosa In The Pines Annex
-------------------------
Pagosa In The Pines Annex consisting of Lots 11 through 17,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 4, 1973;
Reception No. 77864, Plat File #151. (Total of 7 Lots)
Pagosa ▇▇▇▇▇▇▇ Annex
--------------------
Pagosa ▇▇▇▇▇▇▇ Annex consisting of Lots 107, 108 and 109.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, June 4, 1973;
Reception No. 77866, Plat File #152. (Total of 3 Lots)
Pagosa Trails
-------------
Pagosa Trails consisting of Lots 1 through 502, inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, September 13,
1971; Reception No. 74885, Plat File #13A-1. (Total of 502
Lots)
Replat 236 105244
Lake ▇▇▇▇▇▇▇ Park
-----------------
Lake ▇▇▇▇▇▇▇ Park consisting of Lots 1 through 293,
inclusive and 5 Tracts.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, November 5,
1973; Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of
293 Lots and 5 Tracts)
Twincreek Village
-----------------
Twincreek Village consisting of Lots 431 through 825 and 854
through 1017, inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, November 5,
1973; Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of
▇▇▇ ▇▇▇▇)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇▇ Mountain Estates consisting of Lots 1 through 136,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, November 8,
1978; Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of
136 Lots)
Lakewood Village
----------------
Lakewood Village consisting of Lots 1 through 325, inclusive
and 1 Tract.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, April 30, 1979;
Reception No. 94867, Plat File #209 A-F. (Total of 325 Lots
and 1 Tract)
Lakeview Estates
----------------
Lakeview Estates consisting of Lots 1 through 118, inclusive
and 1 Tract.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, April 30, 1979;
Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ A-B. (Total of 118 Lots
and 1 Tract)
▇▇▇▇▇▇▇▇ Mountain Estates Unit Two
----------------------------------
▇▇▇▇▇▇▇▇ Mountain Estates Unit Two consisting of Lots 1
through 78, inclusive and 1 Tract.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, March 31, 1980;
Reception ▇▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇-▇. (Total of 78 Lots
and 1 Tract)
The Ranch Community
-------------------
The Ranch Community consisting of Lots 1 through 90,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, May 29, 1981;
Reception No. 104681, Plat File #234 A-D. (Total of 90
Lots) Replat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado,
September 30, 1982; Reception No. 112863, Plat File #234 E.
(Replat of Lots 1 through 19 and 75 through 90)
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ consisting of Lots 1 through 159,
inclusive.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, March 16, 1982;
Reception No. 109817, Plat File #248 A-D. (Total of 159
Lots). Correction plat recorded in ▇▇▇▇▇▇▇▇▇ County,
Colorado, September 30, 1982, Reception ▇▇. ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ #▇▇▇ ▇-▇ - #▇▇▇ ▇-▇. Affidavit of Correction for North
Village Lake recorded April 4, 1983 in Book 197 at Page 366,
in the office of the Clerk and Recorder of ▇▇▇▇▇▇▇▇▇ County,
Colorado.
Mallard Point Estates
---------------------
Mallard Point Estates consisting of ▇▇▇▇ ▇, ▇, ▇, ▇, ▇▇, ▇▇,
▇▇, 14, 16, 17, 18 and 21.
Plat recorded in ▇▇▇▇▇▇▇▇▇ County, Colorado, November 27,
1985; Reception No. 135554. (Total of 12 Lots)]
PROVIDED HOWEVER, there is hereby excepted from and out of
the lots, parcels and tracts set forth in the preceding
Schedule "A" all lots, parcels and tracts which have been
deeded by Fairfield-Pagosa, Inc. or its predecessors unto
third party purchasers and duly recorded in the Office of
the Clerk and Recorder in and for ▇▇▇▇▇▇▇▇▇ County,
Colorado.
RECORDED TIMESHARE REGIMES
The following timeshare regimes are all recorded in the
Office of the County Clerk and Recorder in and for ▇▇▇▇▇▇▇▇▇
County, Colorado. Dates included with the following legal
descriptions represent the dates on which specific plats
were recorded.
Eagle's Loft (Phase I)
----------------------
That property on which is located Phase I of Eagle's
Loft as recorded in Reception No. 117699 in the Office of
the County Clerk and Recorder in and for ▇▇▇▇▇▇▇▇▇ County,
Colorado, and as further described in that Declaration of
Individual and/or Interval Ownership for Eagle's Loft
recorded on July 29, 1983, in Book 200, page 834, Reception
No. 117700, in the Office of the County Clerk and Recorder
in and for ▇▇▇▇▇▇▇▇▇ County, Colorado.
The above described property has located upon it the
following numbered pedestal units (Buildings): Buildings 1
- 7, inclusive.
The above described property is more particularly
described as follows:
A portion of Parcel 3A, of the "Second Replat of SOUTH
VILLAGE LAKE", recorded as reception # 111806, plat file
#238 H-L, as amended by Affidavit of Correction, recorded
January 18, 1983, at Reception No. 114579, of ▇▇▇▇▇▇▇▇▇
County Records in ▇▇▇▇▇▇▇▇▇ County, Colorado and is more
particularly described as follow:
BEGINNING at the southerly most corner of said Parcel
3A; thence N 43 02'13" W, along the southwesterly line of
said Parcel 3A, a distance of 90.00 feet; thence N 2 27'47"
E, along the westerly line of said Parcel 3A, a distance of
450.00 feet; thence S 65 48'44" E, a distance of 264.27 feet
to a point on an easterly line of said Parcel 3A; thence
southerly along the following easterly and southerly lines
of said Parcel 3A;
S 10 30'32" W, a distance of 65.39 feet to the
P.C. of a curve in a southerly direction; thence
along said curve, concave to the east, having a
central angle of 23 04'56" and a radius of 413.32
feet, a distance of 166.51 feet; thence S
46 57'47", along a non-tangent line, a distance of
260.00 feet to the TRUE POINT OF BEGINNING.
Parcel contains 2.1420 acres more or less.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Eagle's Loft (Phase II)
----------------------
That property on which is located Eagle's Loft (Phase
II) as recorded under Reception No. 119118 in the Office of
the County Clerk and Recorder in and for ▇▇▇▇▇▇▇▇▇ County,
Colorado, and shall be subject to that Declaration of
Individual and/or Interval Ownership for Eagle's Loft
recorded on July 29, 1983, in Book 200, page 834, Reception
No. 117700, and further subject to that First Supplemental
Declaration of Individual and/or Interval Ownership for
Eagle's Loft recorded on October 7, 1983, in Book 203, Page
564, Reception No. 119119, all in the Office of the County
Clerk and Recorder in and for ▇▇▇▇▇▇▇▇▇ County, Colorado.
The above described property has located upon it the
following pedestal units (Buildings):
Buildings 8-14, inclusive.
The above described property is more particularly
described as follows:
A portion of Parcel 3A, of the "Second Replat of SOUTH
VILLAGE LAKE", recorded as reception # 111806, plat file
#238 H-L, as amended by Affidavit of Correction, recorded
January 18, 1983, at Reception No. 114579, of ▇▇▇▇▇▇▇▇▇
County Records in ▇▇▇▇▇▇▇▇▇ County, Colorado and is more
particularly described as follow:
BEGINNING at the northerly most corner of said Parcel
3A; thence S 43 38'41" E, along a northerly line of said
Parcel 3A, a distance of 307.46 feet to a P.O.C. of the
curved Right-of-Way of Popoa Circle; thence along said curve
in a southerly direction, said curve being concave to the
east, having a central angle of 35 50'51", a radius of
205.00 feet and a Local Tangent Bearing of S 46 21'23" W, a
distance of 128.26 feet; thence N 65 48'44" W, a distance of
264.27 feet; thence N 18 32'13" W, along a westerly line of
said Parcel 3A, a distance of 185.00 feet; thence N
71 23'08" E, along a northerly line of said Parcel 3A, a
distance of 155.91 feet to the TRUE POINT OF BEGINNING.
Parcel contains 1.469 acres more or less.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Eagle's Loft (Phase III)
-----------------------
That property on which is located Eagle's Loft (Phase
III) as recorded under Reception No. 130203 in the Office of
the County Clerk and Recorder in and for ▇▇▇▇▇▇▇▇▇ County,
Colorado, and shall be subject to that Declaration of
Individual and/or Interval Ownership for Eagle's Loft
recorded on July 29, 1983, in Book 200, page 834, Reception
No. 117700, and further subject to that Second Supplemental
Declaration of Individual and/or Interval Ownership for
Eagle's Loft recorded on May 30, 1984, under Reception No.
123459, as amended by that First Amendment to Second
Supplemental Declaration of Individual and/or Interval
Ownership for Eagle's Loft recorded on July 13, 1984,
Reception No. 124494, all in the Office of the County Clerk
and Recorder in and for ▇▇▇▇▇▇▇▇▇ County, Colorado.
The above described property has located upon it the
following pedestal units (Buildings):
Buildings 15-38, inclusive.
Said property formerly being described as Eagle's Loft
(Phase III), Buildings 15-36, as per plat recorded under
Reception No. 123458, in the Office of the County Clerk and
Recorder in and for ▇▇▇▇▇▇▇▇▇ County, Colorado.
The above described property is more particularly
described as follows:
Parcel 2-A of the "SECOND REPLAT OF SOUTH VILLAGE
LAKE", recorded as Reception ▇▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇, ▇
through L, as amended by Affidavit of Correction, recorded
January 18, 1983, at Reception No. 114579, in the Clerk and
Recorder's Office of ▇▇▇▇▇▇▇▇▇ County, Colorado and is more
particularly described as follows:
BEGINNING at the corner common to said Parcel 2-A,
Tract E, and the southerly Right-of-Way of ▇▇▇▇▇ Cup Drive
of said plat; thence S 37 43'00" W, a distance of 241.29
feet, thence N 85 55'59F" W, a distance of 412.95 feet;
thence N 19 12'02" W, a distance of 200.00 feet; thence N
50 18'14" W, a distance of 153.78 feet; thence N 36 38'47"
W, a distance of 140.00 feet; thence N 62 21'13" E, a
distance of 266.96 feet; thence S 68 33'37" E, a distance of
503.92 feet to the P.O.C. of a curve in a southeasterly
direction; thence along said curve, concave to the
northeast, having a central angle of 111 43'25", a radius of
130.00 feet and a Local Tangent Bearing of S 21 26'21" W, a
distance of 253.50 feet to the TRUE POINT OF BEGINNING.
Parcel contains 6.116 acres more or less.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Eagle's Loft (Phase IV)
----------------------
That property on which is located Eagle's Loft (Phase
IV) as recorded under Reception No. 132402 in the Office of
the County Clerk and Recorder in and for ▇▇▇▇▇▇▇▇▇ County,
Colorado, and shall be subject to that Declaration of
Individual and/or Interval Ownership for Eagle's Loft
recorded on July 29, 1983, in Book 200, page 834, Reception
No. 117700, and further subject to that Third Supplemental
Declaration of Individual and/or Interval Ownership for
Eagle's Loft recorded on July 10, 1985, under Reception No.
132403, all in the Office of the County Clerk and Recorder
in and for ▇▇▇▇▇▇▇▇▇ County, Colorado.
The above described property has located upon it the
following pedestal units (Buildings):
Buildings 39-56, inclusive.
The above described property is more particularly
described as follows:
Parcel 3-B of the "SECOND REPLAT OF SOUTH VILLAGE
LAKE", recorded as Reception ▇▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ #▇▇▇, ▇
through L, in the Clerk and Recorder's Office of ▇▇▇▇▇▇▇▇▇
County, Colorado, and is more particularly described as
follows:
BEGINNING at the southerly most corner of said Parcel
3-B, which is also the corner common to the Right of Way of
Papoa Circle and parcel 3-A of said plat; thence N 43 38'41"
W, a distance of 307.46 feet; thence S 71 23'08" W, a
distance of 155.91 feet; thence N 5 48'02" E, a distance of
190.33 feet; thence N 30 03'26" E, a distance of 240.00
feet; thence S 33 26'34" E, a distance of 145.00 feet,
thence S 73 26'34" E, a distance of 180.00 feet, thence S
38 26'34" E, a distance of 180.00 feet to the P. C. of a
curve in an easterly direction; thence along said curve
concave to the north, having a central angle of 116 29'55"
and a radius of 70.00 feet, a distance of 142.33 feet;
thence S 64 56'34" E, along a non-tangent line, a distance
of 120.00 feet, thence S 24 42'50" W, a distance of 186.82
feet to a P.O.C. of a curve in a westerly direction; thence
along said curve concave to the south, having a central
angle of 32 17'00", a radius of 255.00 feet, and a Local
Tangent Bearing of N 68 45'38" W, a distance of 143.68 feet
to the P.T. of the curve; thence S 78 57'22", a distance of
50.17 feet to the P.C. of a curve in a southwesterly
direction; thence along said curve concave to the southeast,
having a central angle of 32 36'00" and a radius of 205.00
feet, a distance of 116.64 feet to the TRUE POINT OF
BEGINNING.
Parcel contains 4.317 acres more or less.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Elk Run Townhouses, Parcels J and K of the Third Replat of
-----------------------------------------------------------
South Village Lake
------------------
That property which is described as Elk Run Townhouses
as recorded in Plat File No. 317 under Reception No. 140480,
in the Office of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇
County, Colorado, and subject to that Declaration of
Protective Covenants and Interval Ownership for Elk Run
Townhouses recorded June 26, 1986, under Reception No.
140481, in the Office of the County Clerk and Recorder for
▇▇▇▇▇▇▇▇▇ County, Colorado ("Declaration").
The above described property has located upon it four
(4) buildings, with each building containing four (4) units
and numbered as follows:
Building No. 1 - Units 7101-7104, inclusive
Building ▇▇. ▇ - ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇. ▇ - ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇, inclusive
Building No. 4 - Units 7113-7116, inclusive
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Elk Run Townhouses, Parcels J and K of the Third Replat of
-----------------------------------------------------------
South Village Lake
------------------
That property which is described as Elk Run Townhouses
as recorded in Plat File No. 323 under Reception No.
0151975, in the Office of the County Clerk and Recorder for
▇▇▇▇▇▇▇▇▇ County, Colorado, and subject to that Second
Amendment to Declaration of Protective Covenants and
Interval Ownership for Elk Run Townhouses recorded
December 1, 1987, under Reception No. 0151976, in the Office
of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇ County,
Colorado ("Declaration").
The above described property has located upon it one
(1) building, which contains two (2) units and numbered as
follows:
Building No. 5 - Units 7117-7118
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Masters Place Condominiums, Phase I, Building 2:
-----------------------------------------------
That property on which will be located one, three-story
building described as Building 2 containing 12 units
designated, respectively, as Units 7309, 7310, 7311, 7312,
7313, 7314, 7315, 7316, 7317, 7318, 7319, and 7320 and
further subjected to that certain Declaration of Condominium
for Masters Place Condominiums which will be recorded with
the Office of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇
County, Colorado, at such time as the final as-built plat
has been recorded. Said property being presently described
as follows:
A portion of Parcel C, Third Replat of South Village Lake,
Recorded as Reception ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, being more particularly described as follows, to-
wit:
Beginning at the most southerly corner of said Parcel C,
thence N.41 56'19"W., 221.00 feet distant, along the
southwesterly boundary of said Parcel C, to the true point
of beginning; thence N.41 56'19"W., 106.50 feet distant,
continuing along the southwesterly boundary of said Parcel
C; thence along a 560.41 feet radius curve to the left,
144.31 feet distant, the long chord of which bears
N.49 18'56" W., 143.91 feet distant; thence N.36 12'13"E.,
131.28 feet distant to a point on the northeasterly boundary
of said Parcel C; thence along a 681.47 feet radius curve to
the right, 171.45 feet distant, the long chord of which
bears S. 49 00' 55" E., 171.00 feet distant, along the
northeasterly boundary of said Parcel C; thence
S.41 48'28"E., 106.80 feet distant, continuing along the
northeasterly boundary of said Parcel C; thence
S.48 11'32"W., 130.83 feet distant to the true point of
beginning, containing 0.80 acres, more or less.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Master Place, Phase II
----------------------
A parcel of land being a portion of Parcel C, Third Replat
of South Village Lake, Section 17, Township 35 North, Range
2 West, Recorded as Reception ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, being more particularly described as follows, to-
wit:
Beginning at the most southerly corner of said Parcel C;
thence N. 41 56' 19" W., 221.00 feet distant, along the
southwesterly boundary of said Parcel C; thence N. 48 11'
32" E., 130.83 feet distant to a point on the northeasterly
boundary of said Parcel C; thence S. 41 48" 28" E., 85.40
feet distant, along the northeasterly boundary of said
Parcel C; thence S. 41 43' 53" E., 135.41 feet distant;
continuing along the northeasterly boundary of said Parcel
C; thence S. 48 06' 37" W., 130.14 feet distant, along the
southeasterly boundary of said Parcel C, to the point of
beginning, containing 0.66 acres, more or less.
The above property is described as Masters Place Phase II as
recorded in Plat File No. 339A-C under Reception No. 177633
in the Office of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇
County, Colorado and is subject to that First Supplemental
to Declaration of Condominium and Interval Ownership for
Masters Place Condominiums Phase II recorded February 7,
1991, Reception No. 177634, Book 322, Page 73, in the Office
of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇ County,
Colorado.
The above described property has located upon it one
building described as Building 1, containing eight units
designated, respectively, as Units 7301, 7302, 7303, 7304,
7305, 7306, 7307 and 7308.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Mountain ▇▇▇▇▇▇▇ (Phase One)
----------------------------
That property on which is located Mountain ▇▇▇▇▇▇▇ -
Phase One as recorded in Plat File No. 307 under Reception
No. 137131, in the Office of the County Clerk and Recorder
for ▇▇▇▇▇▇▇▇▇ County, Colorado, and shall be subject to that
Declaration of Interval Ownership for Mountain ▇▇▇▇▇▇▇
recorded January 21, 1986, under Reception No. 137132, in
the Office of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇
County, Colorado ("Declaration").
The above described property has located upon it one
(1) Building, described and defined in the Declaration as
"Building One"; which Building contains four (4) timeshared
Townhouse Units, defined in and subject to the Declaration,
identified, respectively as Unit 7609, 7610, 7611, and 7612.
The property upon which Building One and Units 7609,
7610, 7611 and 7612 are located is more particularly
described as follows:
A part of Parcel 4 of Second Replat of South Village
Lake, subdivision plat recorded on August 3, 1982,
Reception No. 111806, located in Sections 16, 17, 19,
and 20, Township 35 North, Range 2 West of the New
Mexico Principal Meridian, ▇▇▇▇▇▇▇▇▇ County, Colorado,
and more particularly described as follows:
Commencing at the most southerly corner of said Parcel
4, said corner being a P.O.C. on the northerly Right of
Way of Lake Side Drive, thence along said Right of Way,
along a curve in a northwesterly direction, being
concave to the left, having a radius of 640 feet, and a
central angle of 6 07'38", a distance of 68.44 feet;
thence N 9 06'11" E along a non-tangent line, a
distance of 232.32 feet; thence N 40 15'00" W, a
distance of 76.00 feet; thence N 49 45'00" E, a
distance of 62.00 feet; thence N 11 30'00" W, a
distance of 33.00 feet to the TRUE POINT OF BEGINNING;
thence N 41 44'35" W a distance of 60.29 feet; thence N
30 00'00" W a distance of 150.00 feet; thence N
63 00'00" E a distance of 137.00 feet to a corner of
said parcel 4; thence S 72 00'00" E a distance of 90.00
feet; thence S 11 30'00" E a distance of 114.00 feet;
thence S 49 45'00" W a distance of 151.00 feet to the
TRUE POINT OF BEGINNING.
Parcel contains 0.7567 acres more or less.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Ptarmigan Townhouses, Parcel 3 of the Third Replat of South
------------------------------------------------------------
Village Lake
------------
That property which is described as Parcel "E" -
Ptarmigan Townhouses as recorded in Plat Sheet No. 324 &
324A under Reception No. 153256, in the Office of the County
Clerk and Recorder of ▇▇▇▇▇▇▇▇▇ County, Colorado, and
subject to that Declaration of Protective Covenants and
Interval Ownership for Ptarmigan Townhouses ("Declaration")
recorded February 4, 1988, under Reception No. 153260, and
re-recorded on February 18, 1988, under Reception No.
153557, in the Office of the County Clerk and Recorder for
▇▇▇▇▇▇▇▇▇ County, Colorado.
The above described property has located upon it four
(4) buildings, with each building containing two (2) units
numbered as follows:
Building ▇▇. ▇ - ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇;
▇▇▇▇▇▇▇▇ ▇▇. ▇ - ▇▇▇▇▇ ▇▇▇▇ and 7204;
Building ▇▇. ▇ - ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇;
▇▇▇▇▇▇▇▇ ▇▇. ▇ - ▇▇▇▇▇ ▇▇▇▇ and 7208.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Ptarmigan Townhouses, Phase II, a Portion of Parcel E of the
------------------------------------------------------------
Third Replat of South Village Lake, Buildings 5, 6, 7 and 8
-----------------------------------------------------------
That property on which will be located four (4) one-
story buildings containing two (2) one-level townhouse units
per building which are designated, respectively, as Building
No. 5, Units 7209 and 7210; Building No. 6, Units 7211 and
7212; Building No. 7, Units 7213 and 7214; and Building No.
8, Units 7215 and 7216 as per plat recorded on June 7, 1988,
in Plat Sheet No. 325 under Reception No. 156199, in the
Office of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇
County, Colorado, and subject to that certain First
Supplemental Declaration to Supplemental Declaration of
Protective Covenants and Interval Ownership for Ptarmigan
Townhouses recorded on June 7, 1988, under Reception No.
156200, in the Office of the County Clerk and Recorder for
▇▇▇▇▇▇▇▇▇ County, Colorado.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Ptarmigan Townhouses, Phase III, a Portion of Parcel E of
-----------------------------------------------------------
the Third Replat of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇, ▇▇ and
------------------------------------------------------------
11
--
That property on which will be located three (3) one-
story buildings containing two (2) one-level townhouse units
per building which are designated, respectively, as Building
No. 9, Units 7217 and 7218; Building No. 10, Units 7219 and
7220; and Building No. 11, Units 7221 and 7222 as per plat
recorded on June 7, 1988, in Plat Sheet No. 326 under
Reception No. 156202, in the Office of the County Clerk and
Recorder for ▇▇▇▇▇▇▇▇▇ County, Colorado, and subject to that
certain Second Supplemental Declaration to Supplemental
Declaration of Protective Covenants and Interval Ownership
for Ptarmigan Townhouses recorded on June 7, 1988, under
Reception No. 156203, in the Office of the County Clerk and
Recorder for ▇▇▇▇▇▇▇▇▇ County, Colorado.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Ptarmigan Townhouses, Phase IV, a Portion of Parcel D of the
------------------------------------------------------------
Third Replat of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, 13 and 14
-----------------------------------------------------------
That property on which will be located three (3) one-
story buildings containing two (2) one-level townhouse units
per building which are designated, respectively, as Building
No. 12, Units 7223 and 7224; Building No. 13, Units 7225 and
7226; and Building No. 14, Units 7227 and 7228 as per plat
recorded on November 3, 1988, in Plat Map No. 327 under
Reception No. 159241, in the Office of the County Clerk and
Recorder for ▇▇▇▇▇▇▇▇▇ County, Colorado, and further subject
to that certain Third Supplemental Declaration to
Supplemental Declaration of Protective Covenants and
Interval Ownership for Ptarmigan Townhouses recorded on
November 2, 1988, under Reception No. 159242, in Record Book
233, Page 171 and rerecorded on November 21, 1988, under
Reception No. 0159517 in Record Book 234, Page 283, in the
Office of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇
County, Colorado.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Ptarmigan Phase V
------------------
A parcel of land being a portion of Parcel D, Third
Replat of South Village Lake, recorded under Reception No.
139304, Plat File 314 A-C, in the Office of the County Clerk
and Recorder, ▇▇▇▇▇▇▇▇▇ County, Colorado, said parcel being
more particularly described as follows, to-wit:
Beginning at the most southerly corner of said
Parcel D, whence the northeast section corner of
Section 17, T. 35 N., R. 2N., N.M.P.M., ▇▇▇▇▇▇▇▇▇
County, Colorado, bears N. 6 51' 27" E., 3951.44
feet;
Thence N. 68 17' 00" W., 280.00 feet to the TRUE
POINT OF BEGINNING;
Thence N. 68 17' 00" W., 29.55 feet along the
southwesterly boundary of said Parcel D, to a 1/2
inch diameter rebar with plastic cap set by ▇▇▇▇▇
Engineering Service, Inc.;
Thence continuing along the said southwesterly
boundary 155.01 feet along a curve to the right
having a radius of 645.00 feet, the long chord of
which bears N. 61 22' 47" W., 154.64 feet to a
1/2 inch diameter rebar with plastic cap set by
▇▇▇▇▇ Engineering Service, Inc.;
Thence N. 54 30' 27" W., 1.34 feet, continue
along the said southwesterly boundary;
Thence N. 62 52' 58" E., 236.55 feet to a point
on the northeasterly boundary of said Parcel D;
Thence S. 63 29' 49" E., 28.01 feet along the
said northeasterly boundary;
Thence S. 21 29' 51" W., 194.65 feet to the TRUE
POINT OF BEGINNING, containing 0.48 acres, more or
less.
The above property is described as Ptarmigan Phase V as
recorded in Plat File No. 341, under Reception No. 179510 in
the Office of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇
County, Colorado and is subject to that Fourth Supplemental
Declaration to Declaration of Protective Covenants and
Interval Ownership for Ptarmigan Townhouses recorded May 22,
1991, Reception No. 179511, Book 331, Page 164 in the Office
of the County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇ County,
Colorado.
The above described property has located upon it one
building described as Building 15, containing two units
designated, respectively, as Units 7229 and 7230.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇ and 2
-------------------------------------------------------
That property on which will be located two (2) two-
story buildings containing four units per building, which
are designated, respectively, as Building 1, Units 7501,
7502, 7503 and 7504; and Building 2, Units 7505, 7506, 7507,
and 7508 and which are subject to that certain Declaration
of Condominium and Interval Ownership for Village Pointe
Condominiums which will be recorded with the Office of the
County Clerk and Recorder for ▇▇▇▇▇▇▇▇▇ County, Colorado, at
such time as the final as-built plat has been recorded.
Said property is presently being described as follows:
A parcel of land being a portion of Parcel B,
Third Replat of South Village Lake, recorded as
Reception No. 130304, in the Office of the County
Clerk and Recorder, ▇▇▇▇▇▇▇▇▇ County, Colorado,
said parcel being more particularly described as
follows, to-wit:
Beginning at the most northerly corner of said
Parcel B, whence the northeast section corner of
Section 1, T. 35 N., R. 2 W., N.M.P.M., ▇▇▇▇▇▇▇▇▇
County, Colorado, bears N. 30 21' 21" E., 3373.86
feet distant; thence S. 20 07' 58" E., 263.04
feet distant to the TRUE POINT OF BEGINNING;
thence S. 08 07' 30" E., 140.00 feet distant
along the easterly boundary of said Parcel B;
thence along the southerly boundary of said
Parcel B 137.11 feet distant, being a curve to the
left having a radius of 180.00 feet, the long
chord of which bears S. 60 03' 17" W., 133.81
feet distant; thence continuing along the
southerly boundary of said Parcel B, S. 38 14'
04" W., 188.00 feet distant; thence N. 66 09' 11"
W., 187.62 feet distant; thence N. 54 06' 39" E.,
100.00 feet distant; thence N. 17 14' 38" E.,
120.00 feet distant; thence N. 11 02' 27" W.,
65.83 feet distant; thence N. 82 00' 00" E.,
282.88 feet distant to the TRUE POINT OF
BEGINNING, containing 1.69 acres, more or less.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Village Pointe Condominiums, Future Development Property
--------------------------------------------------------
Phase 2 of Village Pointe Condominiums
--------------------------------------
A parcel of land being a portion of Parcel B, Third
Replat of South Village Lake, recorded as Reception No.
130304, in the Office of the County Clerk and Recorder,
▇▇▇▇▇▇▇▇▇ County, Colorado, said parcel being more
particularly described as follows, to-wit:
Beginning at the most northerly corner of said
Parcel B, whence the northeast section corner of
Section 17, T. 35 N., R. 2 W., N.M.P.M., ▇▇▇▇▇▇▇▇▇
County, Colorado bears N. 30 21' 21" E., 3373.86
feet distant; thence S. 54 29' 04" E., 75.62 feet
distant along the easterly boundary of said Parcel
B; thence continuing along the easterly boundary
of said Parcel B, S. 08 07' 30" E., 205.10 feet
distant; thence S. 82 00' 00" W., 282.88 feet
distant; thence N. 11 02' 27" W., 255.68 feet
distant; thence S. 88 28' 29" E., 167.28 feet
distant along the northerly boundary of said
Parcel B, 85.76 feet distant, being a curve to
left having a radius of 80.00 feet, the long chord
of which bears N. 60 48' 59" E., 81.71 feet
distant, to the point of beginning, containing
1.58 acres, more or less.
The above property is described as Village Pointe Phase
II recorded in Plat File No. 332-332A-E, under Reception No.
171189 in the Office of the County Clerk and Recorder for
▇▇▇▇▇▇▇▇▇ County, Colorado and is subject to the First
Supplemental Declaration to Declaration of Protective
Covenants and Interval Ownership for Village Pointe
Condominiums Phase II recorded May 3, 1990, Reception No.
171190, Book 242, in the Office of the County Clerk and
Recorder for ▇▇▇▇▇▇▇▇▇ County, Colorado.
The above described property has located upon it two
buildings described as Building 3, containing four units
designated, respectively, as Units 7509, 7510, 7511 and
7512; and Building 4 containing four units designated,
respectively, as Units 7513, 7514, 7515, 7516.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
Phase 3 of Village Pointe Condominiums
--------------------------------------
A parcel of land being a portion of Parcel B, Third
Replat of South Village Lake, recorded as Reception No.
130304, in the Office of the County Clerk and Recorder,
▇▇▇▇▇▇▇▇▇ County, Colorado, said parcel being more
particularly described as follows, to-wit:
Beginning at the most northerly corner of said
Parcel B, whence the northeast section corner of
Section 17, T. 35 N., R. 2 W., N.M.P.M., ▇▇▇▇▇▇▇▇▇
County, Colorado bears N. 30 21' 21" E., 3373.86
feet distant; thence S. 29 15' 07" W., 600.79
feet to the TRUE POINT OF BEGINNING; thence N.
20 59' 30" W., 162.82 feet distant along the
westerly boundary of said Parcel B N. 37 54' 01"
W., 208.72 feet distant; thence N. 54 32' 09" E.,
296.58 feet distant along the northerly boundary
of said Parcel B; thence S. 11 02' 27" E., 321.51
feet distant; thence S. 17 14' 38" W., 120.00
feet distant; thence S. 54 06' 39" W., 100.00
feet distant to the TRUE POINT OF BEGINNING,
containing 1.76 acres, more or less.
The above property is described as Village Pointe Phase
III as recorded in Plat File No. 238A-F under Reception No.
179324 in the Office of the County Clerk and Recorder for
▇▇▇▇▇▇▇▇▇ County, Colorado and is subject to that Second
Supplemental Declaration and Third Amendment to Declaration
of Protective Covenants and Interval Ownership for Village
Pointe Condominiums Phase III recorded November 21, 1990,
Reception No. 176323, Book 315, Page 350.
The above described property has located upon it two
buildings described as Building 5, containing eight units
designated, respectively, as Units 7517, 7518, 7519, 7520,
7521, 7522, 7523 and 7524; and Building 5 containing eight
units designated, respectively, as Units 7525, 7526, 7527,
7528, 7529, 7530, 7531 and 7532.
THERE IS HEREBY EXCEPTED FROM AND OUT OF THE PROPERTY SET
FORTH ABOVE ALL OF THOSE UNIT WEEKS WHICH HAVE BEEN DEEDED
BY FAIRFIELD PAGOSA, INC. OR FAIRFIELD COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION, UNTO THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ▇▇▇▇▇▇▇▇▇ COUNTY, COLORADO.
SCHEDULE B
All platted lots as set forth in Schedule A attached hereto,
excepting all lots as specified in Schedule A, are subject
to those encumbrances listed below:
PROPERTY SUBJECT
TYPE OF LIEN PARTY GRANTING LIEN HOLDER OF LIEN TO LIEN
------------ ------------------- ------------- ----------------
Deed of Trust ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇, Inc. The First All property
dated March 2, (formerly ▇▇▇▇▇ National Bank described in
1983, recorded International of Boston Schedule "A",
March 4, 1983 Corporation) [except Mallard
in Book 196, Point Estates]
Page 441,
Reception
No. 15202 as
recorded in the
▇▇▇▇▇▇▇▇▇ County
Clerk and
Recorder's Office
First Amendment ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇, Inc. The First All property
to Deed of Trust (formerly ▇▇▇▇▇ National Bank described in
dated June 10, International of Boston Schedule "A",
1983, recorded Corporation) [except Mallard
June 21, 1983 Point Estates]
in Book 199,
Page 833,
Reception
No. 117126 as
recorded in the
▇▇▇▇▇▇▇▇▇ County
Clerk and
Recorder's Office
Deed of Trust Fairfield Acceptance The First All property
dated June 21, Corporation National Bank described in
1983, recorded of Boston Schedule "A",
June 21, 1983 [except Mallard
in Book 199, Point Estates]
Page 853,
Reception
No. 117127 as
recorded in the
▇▇▇▇▇▇▇▇▇ County
Clerk and
Recorder's Office
Fairfield Communities, Inc.: First National Bank of Boston
---------------------------
AMENDED and RESTATED DEED OF TRUST, ASSIGNMENT of RENTS, LEASES and
LEASEHOLD INTERESTS and SECURITY AGREEMENT dated August 25, 1992 effective
as of September 1, 1992, as recorded September 4, 1992 in Book 382, Pages
257-311, Reception No. 0188775 in the ▇▇▇▇▇▇▇▇▇ County Clerk and Recorder's
Office, as amended from time to time.
Fairfield Acceptance Corporation:
--------------------------------
AMENDED and RESTATE DEED OF TRUST, ASSIGNMENT of RENTS, LEASES and
LEASEHOLD INTERESTS and SECURITY AGREEMENT dated November 18, 1992, but
effective as of September 1, 1992, as recorded December 30, 1992, Reception
No. 191405 as recorded in ▇▇▇▇▇▇▇▇▇ County Clerk and Recorder's Office, as
amended from time to time.
SCHEDULE C
1993-A TRUST INTERVALS AND LOTS
(Previously Provided)
[Information Omitted]
SCHEDULE D
TRIPLE-A INTERVALS AND LOTS
GRANTED ON CLOSING DATE
(April 10, 1995 - Previously Provided)
[Information Omitted]
ADDENDUM TO
SCHEDULE D
TRIPLE-A INTERVALS AND LOTS
GRANTED ON EFFECTIVE RESTATEMENT DATE
(September 17, 1996)
None
