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4. Term of Partnership. The Limited Partnership shall
commence on the ciate of the filiny of the Certificate of
Limited Partnership and st~all continue for a period o€ thirty
(30) years unless sooner terminatea as herein provided.
5. Dual General Partners. Harbour Ridge, In~. and
Fairfield are General Partners. However, Harboui Ridge, Inc.
shall serve as the Managing General Partner, as hereinafter
providea, and third parties shall not be required to inquire
into the authocity of the Managing General Partner; and such
persons may conclusively presume (i) that the Managing Gen~ral
Partner has full authority to perform all acts and duties as
the sole General_ Partner, including execution of all documents
of conveyance, mortgages, and other documents, including those
which ~i~ay be recorded in the public records, and (ii) that the
Managing General Partner has complied in all respects with the
terms and provisions of the Limiteci Partnership Agreement. In
the event that the i~lanaging General Partner ceases to -perforr~
the functions of the General Partner then Fairfield may do so
and in that event it shall succeed to the rights and authority
herein provided for the Managing General Partner.
6. Capital and Loans.
;aj Znitial Ca~ita2. T;:e initial capital of the
Partnership shall be $8,SU0,000 to be paid $4,500,000 in cash,
on I~iarch l, 1981, and $4,OOO,Q00 in a series of separate
non-interest bearing notes, $1,500,000 of which are due on
February 1, 1982 or thereafter on demand and $2,SOQ,OOU on.-,
February 1, 1983 or thereafter on demand and payable to the
Partnership by Fairfield anci the Limited Partner. The amount
of cash and notes to be delivered bv Fairfield and bv the
Limited Partner is indicated opposite their respective names on
the signature page hereof. Fairfield Communities, Inc., a
Delaware corporation, parent o€ Fairfield kiver Ridge, Inc.,
and the Shareholders of the Limited Partner which is a
corporation, or the Limitea Partner, individually, shall
guarantee the promissory notes for their respective portions of
the adciitional $4,000,000 to the Partnership in accordance with
the Subscription Agreement heretofore executed and delivered to
fairfielci and the hlanaging General Partner and such Limited
Partner shall not be liable for any further payments to the
Partnership. Failure by any of the Partners to advance their
shares of any funds due pursuant .to this Agreement shall result
in forfeiture of such defaulting Paztner's interest unless such
default is cureci within 20 days after receipt of notice of such
default. Upon forfeiture of a Partner's interest, Fairfield
and the Limited Partner shall have the right to make tt~eir pro
rata share of the payment anci receive their pro rata share of
the forfeited interest; provided, however, that if any
non-defaulting Partner declines to pay his pro rata share of
~n~K350 ~~~E1191
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