EXHIBIT 10.8.5
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT ("Agreement") is entered into as of the 15th
day of August, 1996, by and between FINOVA CAPITAL CORPORATION, a Delaware
corporation ("Lender"), and AKGI-SINT MAARTEN, N.V., a Netherlands Antilles
corporation with limited liability ("AKGI").
R E C I T A L S
A. Lender and AKGI-Royal Palm, C.V.o.a., a Netherlands Antilles
limited partnership ("Royal Palm"), entered into that Loan and Security
Agreement dated as of July 12, 1995, pursuant to which Lender agreed to
make to Royal Palm an acquisition and development loan (the "Royal Palm A&D
Loan") and a receivables loan (the "Royal Palm Receivables Loan"). The
Loan and Security Agreement, together with any and all renewals,
extensions, amendments, replacements, restatements, supplements or
modifications, whether now or hereafter existing, is hereinafter
collectively referred to as the "Royal Palm Loan Agreement." The
obligations of Royal Palm under the Royal Palm A&D Loan and the Royal Palm
Receivables Loan are guaranteed by AKGI pursuant to that Corporate
Guarantee Agreement dated as of July 12, 1995 (the "Royal Palm Guarantee").
B. Lender and AKGI-Flamingo, C.V.o.a., a Netherlands Antilles
limited partnership ("Flamingo"), entered into that Loan and Security
Agreement dated as of September 1, 1995, pursuant to which Lender agreed to
make to Flamingo an acquisition and development loan (the "Flamingo A&D
Loan") and a receivables loan (the "Flamingo Receivables Loan"). The Loan
and Security Agreement, together with any and all renewals, extensions,
amendments, replacements, restatements, supplements or modifications,
whether now or hereafter existing, is hereinafter collectively referred to
as the "Flamingo Loan Agreement." The obligations of Flamingo under the
Flamingo A&D Loan and the Flamingo Receivables Loan are guaranteed by AKGI
pursuant to the terms and conditions of that Corporate Guarantee Agreement
dated as of September 1, 1995 (the "Flamingo Guarantee").
C. Signature Resorts, Inc. ("Signature") was incorporated in
Maryland in May of 1996 to effect a consolidation of transactions in
connection with an initial public offering of stock in Signature. As part
of the consolidation of transactions (hereinafter collectively referred to
as the "Consolidation Transactions"), and pursuant to that Private
Placement Memorandum dated as of May 28, 1996 (the "Consent Solicitation"),
Signature solicited and received the consent and agreement of the general
partners and limited partners of Royal Palm and Flamingo to exchange their
respective interests in Royal Palm and Flamingo for shares of common stock
in Signature. As a result of the Consolidation Transactions, all of the
outstanding shares of stock of AKGI will be transferred to and held by
Signature, and Royal Palm and Flamingo will be dissolved into AKGI (the
"AKGI Merger"). As a result of the AKGI Merger as described in the Deed of
Acknowledgment executed in connection with Royal Palm of approximately even
date herewith (the "Royal Palm Deed of Acknowledgment") and in the Deed of
Acknowledgment executed in connection with Flamingo of approximately even
date herewith (the "Flamingo Deed of Acknowledgment"), AKGI will succeed as
a matter of law to all rights and privileges of Royal Palm and Flamingo and
become directly responsible and liable for all liabilities and obligations
of Royal Palm and Flamingo.
D. AKGI and Lender now desire and intend by this Agreement to
confirm the rights, obligations and liabilities of AKGI (as the successor
to Royal Palm and Flamingo), as the Borrower under the Royal Palm A&D Loan,
the Royal Palm Receivables Loan, the Flamingo A&D Loan, the Flamingo
Receivables Loan, the Royal Palm Loan Agreement and the Flamingo Loan
Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and all
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and AKGI hereby state, confirm and agree as follows:
A G R E E M E N T
1. ASSUMPTION OF ROYAL PALM A&D LOAN AND ROYAL PALM RECEIVABLES LOAN.
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1.1 Definitions. Unless specifically defined herein, all initial
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capitalized terms used in this SECTION 1 shall have the same meaning as set
forth in the Royal Palm Loan Agreement. The following terms shall have the
meanings ascribed to them below:
1.1.1 "Royal Palm Loan Documents" shall mean, collectively, the
Royal Palm Loan Agreement, the Royal Palm Receivables Loan Agreement
and the Documents (as defined in the Royal Palm Receivables Loan
Agreement), together with any and all renewals, extensions,
amendments, replacements, restatements, supplements or modifications,
whether now or hereafter existing.
1.1.2 "Royal Palm Obligations" shall mean and refer to each and
every obligation, duty, covenant, undertaking and condition which
Royal Palm is required or has agreed to perform under the Royal Palm
Loan Documents, and each and every other obligation of Royal Palm
under the Royal Palm A&D Loan and the Royal Palm Receivables Loan now
or hereafter owing to Lender.
1.2 Assumption of Royal Palm Obligations. AKGI hereby confirms that,
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pursuant to the Royal Palm Deed of Acknowledgment, it has assumed and by
these presents hereby assumes all obligations of Royal Palm under the Royal
Palm Loan Documents for the payment of the Royal Palm A&D Loan and the
Royal Palm Receivables Loan and any and all other indebtedness created or
evidenced thereby and for the performance and observance of all the
covenants, provisions, representations, warranties and agreements of the
Borrower under the Royal Palm Loan Documents as if AKGI were an original
party thereto.
1.3 Consent by Lender. Lender hereby consents to the transfer to and
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assumption by AKGI of all of the Royal Palm Obligations and Lender hereby
agrees from and after the date hereof to recognize AKGI as the "Borrower"
under the Royal Palm Loan Documents. Such consent shall not constitute a
consent to any further transfer or assignment of the Royal Palm Obligations
or for any other transfer, assignment or transaction for which Lender's
consent is required under the Royal Palm Loan Documents.
1.4 Representations, Warranties, Acknowledgments, Covenants and
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Agreements Relating to the Royal Palm A&D Loan and the Royal Palm
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Receivables Loan. As a material inducement to Lender to enter into this
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Agreement, and acknowledging Lender's reliance upon the truth and accuracy
thereof, and in addition to the representations, warranties,
acknowledgments, covenants and agreements set forth in SECTION 3 below,
AKGI hereby represents, warrants, acknowledges, covenants and agrees that:
1.4.1 The Royal Palm Obligations are just and owing.
1.4.2 The obligation of AKGI to repay and perform the Royal Palm
Obligations is absolute, irrevocable and unconditional and there
exists no right of setoff or recoupment, counterclaim or defense of
any nature whatsoever to the payment and performance of the Royal Palm
Obligations.
1.4.3 AKGI hereby ratifies, reaffirms, acknowledges and agrees
that the Royal Palm Obligations and the Royal Palm Loan Documents
represent the valid, enforceable and collectible
obligations of AKGI and, as of the date hereof, there exists no claims
or defenses (personal or otherwise) whatsoever with respect to the
Royal Palm Obligations. AKGI further acknowledges and represents that
no event has occurred and no condition exists that, after notice or
lapse or time, or both, would constitute a default under the Royal
Palm Loan Documents.
1.4.4 AKGI and Lender acknowledge and agree that all terms,
conditions and provisions of the Royal Palm Loan Documents are
continued in full force and effect and remain unaffected and unchanged
except as may be modified or amended by this Agreement; this Agreement
in no way acts as a release or relinquishment of, and in no way
affects, the liens, security interests and rights created by or
arising under any of the Royal Palm Loan Documents or the priority
thereof. Such liens, security interests and rights are hereby
ratified, confirmed, renewed and extended in all respects.
1.4.5 That lien of attachment recorded by Xxxxxxxx Securities
Ltd. on October 30, 1995 with respect to the Real Property described
in the Royal Palm Loan Agreement is a "conservatory attachment" and
the plaintiff in such action has not yet obtained a judgment against
the Borrower under the Royal Palm Loan Agreement or against the Real
Property described therein.
1.5 Amendments and Modifications to Royal Palm Loan Documents. The
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Royal Palm Loan Documents are hereby amended and modified in the following
respects:
1.5.1 The following defined term is hereby added to the
"Definitions" section of the Royal Palm Loan Agreement:
"'Assumption Agreement' shall mean that Assumption Agreement executed
by AKGI-Sint Maarten, N.V., a Netherlands Antilles corporation, and
FINOVA Capital Corporation, a Delaware corporation, and dated as of
August 15, 1996."
1.5.2 All references in the Royal Palm Loan Documents to the
term "Borrower" shall hereinafter be deemed to mean and refer to AKGI.
1.5.3 The term "Obligations" as defined in the "Definitions"
section of the Royal Palm Loan Agreement and used in the Royal Palm
Loan Documents is hereby amended and modified to read as follows:
"'Obligations' shall mean each and every obligation, duty, covenant,
undertaking and condition which Borrower is required or has agreed to
perform under the Documents and each and every other obligation of
Borrower now or hereafter owing to Lender, including, without
limitation, the obligations of Borrower as the Guarantor under that
Corporate Guarantee Agreement dated as of August 15, 1996 executed by
Borrower in favor of Lender."
1.5.4 Section 8.1(a) of the Royal Palm Loan Agreement is hereby
modified and restated in its entirety to read as follows:
"Borrower is, and will continue to be during the Term hereof, a
corporation duly organized, validly existing and in good standing
under the laws of the Netherlands Antilles and Delaware and is, and
will continue to be during the Term hereof, qualified to do business
and in good standing in each jurisdiction in which it is selling Time-
Share Interests or where the location or nature of its properties or
business makes such qualification necessary (except where failure to
do so would not adversely affect Lender's ability to realize upon the
Receivables Collateral, Real Estate Collateral or any other security
for the Performance of the Obligations or materially adversely affect
the business or financial condition of Borrower or the ability of
Borrower to complete Performance of the Obligations). Borrower has,
and will continue to have, powers adequate for
making and performing under the Documents, for undertaking and
performing the Obligations and for carrying on its business and owning
its property."
1.5.5 Section 8.22(a) of the Royal Palm Loan Agreement is hereby
amended and modified in its entirety to read as follows:
"At the end of each fiscal quarter of Borrower, Borrower shall
maintain a net worth, calculated in accordance with GAAP of at least
U.S. $2,000,000.00. The foregoing covenant shall be tested quarterly
beginning with the quarter-year ending December 31, 1995."
1.5.6 The first sentence of Section 8.22(c) of the Royal Palm
Loan Agreement is hereby amended and modified in its entirety to read
as follows:
"Borrower's general and administrative expenses with respect to the
Project shall not exceed ten percent (10%) of Net Sales."
1.5.7 The following provision is hereby added as Section 9.1(n)
of the Royal Palm Loan Agreement:
"(n) The occurrence of an 'Event of Default' under the Flamingo Loan
Agreement (as defined in the Assumption Agreement)."
2. Assumption of Flamingo A&D Loan and Flamingo Receivables Loan.
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2.1 Definitions. Unless specifically defined herein, all initial
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capitalized terms used in this SECTION 2 shall have the same meaning as set
forth in the Flamingo Loan Agreement. The following terms shall have the
meanings ascribed to them below:
2.1.1 "Flamingo Loan Documents" shall mean, collectively, the
Flamingo Loan Agreement and the Documents (as such Documents are
defined in the Flamingo Loan Agreement), together with any and all
renewals, extensions, amendments, replacements, restatements,
supplements or modifications, whether now or hereafter existing.
2.1.2 "Flamingo Obligations" shall mean and refer to each and
every obligation, duty, covenant, undertaking and condition which
Flamingo is required or has agreed to perform under the Flamingo Loan
Documents, and each and every other obligation of Flamingo under the
Flamingo A&D Loan and the Flamingo Receivables Loan now or hereafter
owing to Lender.
2.2 Assumption of Flamingo Obligations. AKGI hereby confirms that,
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pursuant to the Flamingo Deed of Acknowledgment, it has assumed and by
these presents hereby assumes all obligations of Flamingo under the
Flamingo Loan Documents for the payment of the Flamingo A&D Loan and the
Flamingo Receivables Loan and any and all other indebtedness created or
evidenced thereby and for the performance and observance of all the
covenants, provisions, representations, warranties and agreements of the
Borrower under the Flamingo Loan Documents as if AKGI were an original
party thereto.
2.3 Consent by Lender. Lender hereby consents to the transfer to and
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assumption by AKGI of all of the Flamingo Obligations and Lender hereby
agrees from and after the date hereof to recognize AKGI as the "Borrower"
under the Flamingo Loan Documents. Such consent shall not constitute a
consent
to any further transfer or assignment of the Flamingo Obligations or for
any other transfer, assignment or transaction for which Lender's consent is
required under the Flamingo Loan Documents.
2.4 Representations, Warranties, Acknowledgments, Covenants and
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Agreements Relating to the Flamingo A&D Loan and Flamingo Receivables Loan.
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As a material inducement to Lender to enter into this Agreement, and
acknowledging Lender's reliance upon the truth and accuracy thereof, and in
addition to the representations, warranties, acknowledgments, covenants and
agreements set forth in SECTION 3 below, AKGI hereby represents, warrants,
acknowledges, covenants and agrees that:
2.4.1 The Flamingo Obligations are just and owing.
2.4.2 The obligation of AKGI to repay and perform the Flamingo
Obligations is absolute, irrevocable and unconditional and there
exists no right of setoff or recoupment, counterclaim or defense of
any nature whatsoever to the payment and performance of the Flamingo
Obligations.
2.4.3 AKGI hereby ratifies, reaffirms, acknowledges and agrees
that the Flamingo Obligations and the Flamingo Loan Documents
represent the valid, enforceable and collectible obligations of AKGI
and, as of the date hereof, there exists no claims or defenses
(personal or otherwise) whatsoever with respect to the Flamingo
Obligations. AKGI further acknowledges and represents that no event
has occurred and no condition exists that, after notice or lapse or
time, or both, would constitute a default under the Flamingo Loan
Documents.
2.4.4 AKGI and Lender acknowledge and agree that all terms,
conditions and provisions of the Flamingo Loan Documents are continued
in full force and effect and remain unaffected and unchanged except as
may be modified or amended hereby; this Agreement in no way acts as a
release or relinquishment of, and in no way affects, the liens,
security interests and rights created by or arising under any of the
Flamingo Loan Documents or the priority thereof. Such liens, security
interests and rights are hereby ratified, confirmed, renewed and
extended in all respects.
2.5 Amendments and Modifications to the Flamingo Loan Documents. The
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Flamingo Loan Documents are hereby amended and modified in the following
respects:
2.5.1 The following defined term is hereby added to the
"Definitions" section of the Flamingo Loan Agreement:
"'Assumption Agreement' shall mean that Assumption Agreement executed
by AKGI-Sint Maarten, N.V., a Netherlands Antilles corporation, and
FINOVA Capital Corporation, a Delaware corporation, and dated as of
August 15, 1996."
2.5.2 All references in the Flamingo Loan Documents to the term
"Borrower" shall be deemed to mean and refer to AKGI.
2.5.3 The term "Obligations" as defined in the "Definitions"
section of the Flamingo Loan Agreement and used in the Flamingo Loan
Documents is hereby amended and modified to read as follows:
"'Obligations' shall mean each and every obligation, duty, covenant,
undertaking and condition which Borrower is required or has agreed to
perform under the Documents and each and every other obligation of
Borrower now or hereafter owing to Lender, including, without
limitation, the obligations of Borrower as the Guarantor under that
Corporate Guarantee Agreement dated as of August 15, 1996, executed by
Borrower in favor of Lender."
2.5.4 Section 8.1(a) of the Flamingo Loan Agreement is hereby
modified in its entirety to read as follows:
"Borrower is, and will continue to be during the Term hereof, a
corporation duly organized, validly existing and in good standing
under the laws of the Netherlands Antilles and Delaware and is, and
will continue to be during the Term hereof, qualified to do business
and in good business in each jurisdiction in which it is selling Time-
Share Interests or where the location or nature of its properties or
business make such qualification necessary (except where failure to do
so would not adversely affect Lender's ability to realize upon the
Receivables Collateral, the Real Estate Collateral or any other
security for the Performance of the Obligations or materially
adversely affect the business or financial condition of Borrower or
the ability of Borrower to complete the Performance of the
Obligations). Borrower has, and will continue to have, powers
adequate for making and performing under the Documents, for
undertaking and performing the Obligations and for carrying on its
business and owning its property."
2.5.5 Section 8.22(a) of the Flamingo Loan Agreement is hereby
amended and modified in its entirety to read as follows:
"As of the end of each fiscal quarter of Borrower, Borrower shall
maintain a net worth, calculated in accordance with GAAP, of at least
U.S. $2,000,000.00. The foregoing covenant shall be tested quarterly
beginning with the quarter-year ending December 31, 1995."
2.5.6 The first sentence of Section 8.22(c) of the Flamingo Loan
Agreement is hereby amended and modified in its entirety to read as
follows:
"Borrower's general and administrative expenses with respect to the
Project shall not exceed ten percent (10%) of Net Sales."
2.5.7 The following provision is hereby added as Section 9.1(n)
of the Flamingo Loan Agreement:
"(n) The occurrence of an 'Event of Default' under the Royal Palm
Agreement (as defined in the Assumption Agreement)."
3. Additional Representations, Warranties, Acknowledgments, Covenants and
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Agreements of AKGI.
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As a material inducement to Lender to enter into and grant the
consents set forth in this Agreement, and acknowledging Lender's reliance
upon the truth and accuracy thereof, and AKGI's agreement to act in
accordance herewith, AKGI hereby represents, warrants, acknowledges,
covenants and agrees that:
3.1 The Recitals set forth in this Agreement are true and correct.
3.2 This Agreement has been executed in conjunction with the Flamingo
Deed of Acknowledgment and the Royal Palm Deed of Acknowledgment, and this
Agreement and all other documents and instruments executed by AKGI in
connection or conjunction herewith have been authorized by all necessary
action and, when executed, will, to the best of their knowledge, be the
legal, valid and binding obligations of AKGI enforceable against AKGI in
accordance with their respective terms.
3.3 AKGI's execution, delivery and performance of this Agreement will
not (a) violate any law, rule, regulation or court order to which AKGI is
subject, (b) conflict with or result in a breach of AKGI's Articles of
Incorporation or Bylaws or any agreement or instrument to which AKGI is a
party or by which it or its properties are bound, or (c) result in the
creation or imposition of any lien, security interest or encumbrance on any
property, whether now owned or hereafter acquired, other than the liens in
favor of Lender.
3.4 AKGI is a corporation, validly existing and in good standing
under the laws of the Netherlands Antilles and under the laws of the State
of Delaware. AKGI is, and will remain so during any period of time it has
any outstanding obligations to Lender, qualified to do business and in good
standing in each jurisdiction where AKGI is doing business or where the
location or nature of the properties or business of AKGI make such
qualification necessary.
3.5 AKGI and its Related Entities (as hereinafter defined) shall,
during any period of time in which any of the Royal Palm Obligations and/or
the Flamingo Obligations remain outstanding, each maintain separate
internally-prepared financial statements with respect to the separate
operations of such entities and each of their respective properties,
notwithstanding that AKGI and its Related Entities may maintain
consolidated financial statements for other purposes.
3.6 Neither AKGI nor any Related Entities have paid or shall pay any
secured or unsecured debts or obligations of the other, except to the
extent that such obligations also constitute direct, contractual
obligations of AKGI or any Related Entity under a guarantee or otherwise.
3.7 Other than distributions to shareholders or partners and
repayment of bona fide debt owed to a Related Entity, AKGI shall not
transfer any funds to or accept a transfer of any funds from any Related
Entity without contemporaneous written documentation clearly identifying
that the transfer constitutes a loan or capital investment and, if the
transfer is a loan, the specific repayment terms thereof.
3.8 AKGI has not taken and shall not take any action or omit to take
any action that could reasonably be expected to cause its creditors or the
creditors of any Related Entity to be confused as to which entity the
creditor is dealing with.
3.9 AKGI and all Related Entities were adequately capitalized as of
the date of their creation or organization and shall continue to remain
adequately capitalized so long as any obligations of AKGI remain
outstanding to Lender.
3.10 Insofar as is necessary, AKGI will not be subrogated to the
rights of Lender against either of Royal Palm or Flamingo.
For the purposes of this Agreement, the term "Related Entities" shall
mean any corporation, partnership, limited liability company or other
entity of which AKGI owns a controlling interest or otherwise controls,
either directly or indirectly, the operations of such entity, and any
corporation, partnership, limited liability company or other entity which
owns a controlling interest in or otherwise controls, either directly or
indirectly, the operations of AKGI. For the purposes of this Agreement,
the following entities shall be deemed to be "Related Entities" of AKGI:
Signature Resorts, Inc., a Maryland corporation; Grand Beach Resort,
Limited Partnership, a Georgia limited partnership; Port Royal Resort,
L.P., a South Carolina limited partnership; Lake Tahoe Resort Partners,
L.L.C., a California limited liability company; and Kabushiki Gaisha Kei,
L.L.C., a California limited liability company. Each of the
representations, warranties, acknowledgments, covenants and agreements set
forth in this SECTION 3 shall be deemed to be a part of the covenants and
obligations of AKGI as Borrower under the Royal Palm A&D Loan, the Royal
Palm Receivables Loan, the Flamingo A&D Loan and the Flamingo Receivables
Loan as if the same were set forth in their entirety in the Royal Palm Loan
Documents and the Flamingo Loan Documents.
4. CONDITIONS SUBSEQUENT.
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The consent and obligations of Lender under this Agreement are subject
to the satisfaction of the following express conditions subsequent within
the applicable time periods hereinafter set forth:
4.1 Within thirty (30) days after the date of this Agreement, AKGI
shall have caused to be executed and recorded Deeds of Mortgage in favor of
Lender with respect to the Real Property described in each of the Royal
Palm Loan Agreement and Flamingo Loan Agreement with such evidence as may
be required by Lender (which evidence shall be a certification from a
Netherlands Antilles civil notary) that such Deeds of Mortgage constitute a
lien upon the real property in a first priority position (subject only to
such matters as are acceptable to Lender) upon the real property described
therein. AKGI hereby agrees that Lender shall have no obligations to make
any further Advances under the Royal Palm Loan Agreement or the Flamingo
Loan Agreement until such time as Lender has received evidence satisfactory
to Lender that such Deeds of Mortgage are of record and continue to
evidence a first priority position upon the real property described
therein. In the event that such evidence is not received by Lender within
thirty (30) days after the date of this Agreement within which to provide
such evidence to Lender, but Lender shall have no further obligation to
make any Advances under the Royal Palm Loan Agreement or the Flamingo Loan
Agreement until such evidence is received by Lender.
4.2 On or before August 29, 1996, and as a condition precedent to
Lender's obligation to make any further Advances under the Royal Palm Loan
Agreement or the Flamingo Loan Agreement, Borrower shall deliver to Lender
a permit from the Netherlands Antilles Central Bank with respect to AKGI's
incurring of and servicing the Royal Palm Receivables Loan and the Flamingo
Receivables Loan in form satisfactory to Lender. AKGI shall indemnify,
defend and hold harmless Lender from and against any and all loss, costs,
damages or expenses incurred as a result of the failure of AKGI to obtain
such bank permits.
4.3 Lender shall have received duly-executed UCC Financing Statement
Change forms or new UCC Financing Statements as Lender may require to
continue perfection of all security interests in favor of Lender, within
thirty (30) days after AKGI's receipt of such terms or statements from
Lender.
4.4 On or before August 26, 1996, Borrower agrees to take whatever
steps are necessary or appropriate under the laws of the Netherlands
Antilles N.V. in order to remove as a lien against the real property (the
"Royal Palm Property") which is the subject matter of the Royal Palm Loan
Agreement, the present attachments in favor of Xxxxxxxx Securities and Xx.
X. Xxxxxx and Xxx. X. Xxxxxx (collectively, the "Attachments"). Borrower
agrees to indemnify and hold Lender harmless from all loss or liability to
Lender as a result of the existence of the Attachments. Borrower
represents and warrants to Lender that the Attachments are "conservatory
attachments", rather than "execution attachments" and that the holder of
the Attachments has not and will not within a period earlier than thirty
(30) days from the date hereof, obtain a judgment against Borrower arising
out of the matter which is the subject of the Attachments. Until such time
as the Attachments have been removed as a lien against the Royal Palm
Property, Lender has no obligation to make any advances under the Royal
Palm Loan Agreement.
5. GENERAL.
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5.1 AKGI shall execute and deliver such additional documents and do
such further acts as Lender may reasonably require to fully implement the
intent of this Agreement.
5.2 AKGI shall pay all costs and expenses including, but not limited
to, recording fees, title insurance premiums and reasonable attorney's fees
incurred by Lender in connection herewith, whether or not all of the
conditions described in this paragraph are satisfied.
5.3 This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their heirs, personal representatives,
successors and assigns.
5.4 This Agreement shall be governed and construed in accordance with
the laws of the State of Arizona.
[Signature page of FINOVA/AKGI Assumption Agreement]
IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written.
FINOVA CAPITAL CORPORATION,
a Delaware corporation
By:_____________________________
Its:__________________________
AKGI-SINT MAARTEN, N.V.,
a Netherlands Antilles corporation
By:_____________________________
Its:__________________________
