WHICH SHALL DECLINE BY ONE
(1) PERCENTAGE POINT EACH YEAR AFTER THE ASSUMPTION UNTIL ZERO (0) PREPAYMENT
FEE IS OWED.
IF THE LOAN IS ASSUMED, THE NEW BORROWER SHALL DELIVER TO TEXTRON
AUDITED FINANCIAL STATEMENTS FOR THE NEW BORROWER AND EACH NEW GUARANTOR AND
STATEMENTS OF INCOME AND EXPENSES WITHIN NINETY (90) DAYS AT THE END OF EACH
CALENDAR YEAR WHICH WILL BE PREPARED IN A MANNER ACCEPTABLE TO TEXTRON IN ITS
SOLE AND ABSOLUTE DISCRETION.
ADDITIONALLY THE NEW BORROWER SHALL PROVIDE
MONTHLY OPERATING STATEMENTS FOR THE FACILITIES IN FORM AND CONTENT ACCEPTABLE
TO TEXTRON IN ITS SOLE AND ABSOLUTE DISCRETION.
15.
GUARANTOR'S CONSENT.
GUARANTOR HEREBY JOINS INTO THIS AGREEMENT
TO CONSENT TO THE TERMS AND CONDITIONS HEREOF, INCLUDING, BUT NOT LIMITED TO THE
TERMS OF SECTION 6(A) HEREOF.
16.
ENTIRE AGREEMENT.
THIS AGREEMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AGREEMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AGREEMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS WITH THE PARTIES HERETO.
THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
THIS AGREEMENT SHALL SUPERSEDE AND CONTROL
OVER THE SIMILAR PROVISIONS SET FORTH IN THE COMMITMENT.
17.
NOTICES.
ALL NOTICES HEREUNDER SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN AND RECEIVED IF DELIVERED IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN
SECTION 3.7 OF THE LEASEHOLD MORTGAGE.
NOTICE PROVISIONS CONTAINED THEREIN AND
RELATING (I) TO BORROWER THEREUNDER SHALL BE APPLICABLE TO BORROWER, AND (II) TO
TEXTRON THEREUNDER SHALL BE APPLICABLE TO TEXTRON.
18.
WAIVER OF CONDITIONS.
ANY CONDITION IMPOSED HEREIN BY TEXTRON
MAY, IN TEXTRON'S SOLE DISCRETION, BE WAIVED BY TEXTRON IN A WRITING SPECIFYING
THE CONDITION WAIVED.
7
NO WAIVER OF ANY CONDITION SHALL, UNLESS SAID WAIVER SO STATES, CONSTITUTE A
WAIVER OF THE CONDITION IN QUESTION IN THE FUTURE.
FURTHER, NO ADVANCE OF THE
PROCEEDS OF THE LOAN SHALL CONSTITUTE A WAIVER OF ANY OF THE CONDITIONS OF
TEXTRON'S OBLIGATION TO MAKE FURTHER ADVANCES OF THE LOAN.
19.
HEADINGS.
THE HEADINGS OF THE SECTIONS OF THIS LOAN AGREEMENT ARE
FOR THE CONVENIENCE OF REFERENCE ONLY, ARE NOT TO BE CONSIDERED A PART HEREOF
AND SHALL NOT LIMIT OR OTHERWISE AFFECT ANY OF THE TERMS HEREOF.
20.
CONFLICT.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS
AGREEMENT AND ANY OTHER TERMS OF THE LOAN DOCUMENTS, THE TERMS OF THIS AGREEMENT
SHALL GOVERN AND CONTROL.
21.
FURTHER ACTS.
BORROWER AGREES TO EXECUTE AND DELIVER TO TEXTRON
FROM TIME TO TIME SUCH CERTIFICATIONS AS TEXTRON MAY REASONABLY REQUEST WITH
RESPECT TO THE PERFORMANCE BY BORROWER OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE LOAN DOCUMENTS.
IN ADDITION, BORROWER AGREES TO EXECUTE AND DELIVER TO
TEXTRON FROM TIME TO TIME SUCH OTHER DOCUMENTS AND INSTRUMENTS AS MAY BE
REASONABLY REQUESTED IN ORDER TO EFFECTUATE THE TERMS OF THIS AGREEMENT.
22.
PARTIAL