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the payment then the Managing General Partner shall have the
first right to pay that portion of the payment not paid by any
non-defaulting Partner and in that event the Managing General
Partner shall receive the portion of the forfeited interest
represented by the payment made by the Managing General
Partner. The Managing General Partner pledges to, at all
times, maintain a net worth oZ $250,000.00 in accordance with
the rules and regulations or the Internal Revenue Service.
(b) Loans. Fairfield and the ~]anaging General
Partner will use their best efforts to negotiate and arrange
for lo~ns of additional funds to the Limited Partnership in
such amounts and on such terms as are a~emed necessary for the
accomplishment of the Partnership purpose including obtaining a
portion of the capital contribution as provided in the next
subparagraph and may mortgage, pledge and encumber Partnership
assets ta secure such loans. In this regard, it is expressly
understood that there is a tract of approximately•140 acres
within the 1,000 acres which may be surplus and in exeess of
the amount of acreage required for the development; and the
Limited Partnership shall attempt to either sell such acreage
or to obrain a loan of approximately $2,000,000 (either as a
separate loan or as part of ar. over-all project loan) secured
by or related to this excess acreage.
(c) Loans in I.ieu of Capital Con*_ributions. The
parties contemplate that all or soir~e part of the $4,000,000
capital contribution represented by the notes of Fairfield and
the Limited Partner :,~ill be borrowed by the Limited Partnership
and its assets pledged to secure such indebtedness. However,
the obligation of Fairfield and the Limited Partner to pay
their notes to the Limited Partnership upon demand of the
Managing General Partner to provide such capital is not
uiscnarged dy sucn Yartnership borrowing and they shall
contribute the capital in tne manner as provided in the
Agreenents. Furthermore, Fairfielci, and its parent Fairfield
Communities, Inc., and the Limited Partner agree that to the
extent that a Partnership Loan is obtained for the purpose of
deferring their individual obligations to make present payments
under tneir respective notes, then any such Limited Partner, or
Fairfield, who takes advantage of such deferral shall endorse
such Partners' pro rata share (based upon the Partners'
respective share of the outstanding notes for deferred capital
~ayments) of any such loan or loans made to the project in lieu
of tneir capital contribution and ta contribute from time to
time on calls by the project, their,respective pro rata share
of amounts sufficient to pay the interest on such guaranteed
loan or loans and of any principal repayments required under
the terms of the loan or loans. The Managing General Partner
shall determine a satisfactary method for making such calls for
interest or principal reimbursement, including requiring
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