BUILDING, ZONING, PERMITTING, FIRE,
HEALTH, ENVIRONMENTAL, DISABILITY AND USE LAWS, CODES, ORDINANCES, RULES AND
REGULATIONS, WHICH ARE IN ANY WAY APPLICABLE TO THE PROPERTY, THE IMPROVEMENTS
OR ANY PART THEREOF
4
(C)
PERMITS.
BORROWER REPRESENTS AND COVENANTS THAT ALL NECESSARY AND
REQUIRED FRANCHISES, LICENSES, AUTHORIZATIONS, REGISTRATIONS, PERMITS AND
APPROVALS FOR THE USE AND OCCUPANCY OF THE PROPERTY HAVE BEEN OBTAINED FROM ALL
GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER THE PROPERTY SO AS TO PERMIT
THE OPERATION OF THE PROPERTY AS HEREIN CONTEMPLATED.
BORROWER HAS PROVIDED
LENDER WITH TRUE AND CORRECT COPIES OF ALL OF THE CERTIFICATES OF OCCUPANCY AND
OTHER LICENSES, PERMITS AND APPROVALS RESPECTING THE PROPERTY, AND SUCH PERMITS
AND APPROVALS REMAIN IN FULL FORCE AND EFFECT WITHOUT MODIFICATION OR EXCEPTION.
7.
RECORDED DOCUMENTS.
BORROWER SHALL, OR CAUSE GUARANTOR TO, DULY
AND PUNCTUALLY PERFORM, OBSERVE AND COMPLY IN ALL MATERIAL RESPECTS WITH ALL OF
THE (I) COVENANTS, CONDITIONS AND RESTRICTIONS OF RECORD, INCLUDING BUT NOT
LIMITED TO THAT CERTAIN AMENDED AND RESTATED CLUB ACCESS AND USE AGREEMENT, AS
AMENDED BY THOSE CERTAIN AMENDMENTS TO SAME EVIDENCED BY AMENDMENT ONE,
AMENDMENT TWO AND AMENDMENT THREE, (II) EASEMENTS WHICH ARE IN ANY WAY
APPLICABLE TO THE REAL PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, (III) THE
TITLE ENCUMBRANCES ENCUMBERING THE REAL PROPERTY THAT HAVE BEEN ACCEPTED BY
TEXTRON'S PURSUANT TO THE TEXTRON'S TITLE POLICY AND (IV) ALL AGREEMENTS ENTERED
INTO OR ASSUMED BY BORROWER BY GUARANTOR IN CONNECTION WITH THE REAL PROPERTY,
AND WILL NOT SUFFER OR PERMIT ANY DEFAULT OR EVENT OF DEFAULT (GIVING EFFECT TO
ANY APPLICABLE NOTICE REQUIREMENTS AND CURE PERIODS) TO EXIST UNDER ANY OF THE
FOREGOING.
FOR PURPOSES HEREOF THE DOCUMENTS REFERENCED IN (I), (II), (III) AND
(IV) ABOVE SHALL HEREINAFTER COLLECTIVELY BE REFERRED TO AS THE "RECORDED
DOCUMENTS". BORROWER ACKNOWLEDGES AND AGREES THAT THE OCCURRENCE OF A DEFAULT
NOT CURED UNDER ANY APPLICABLE CURE PERIOD UNDER THE RECORDED DOCUMENTS SHALL
CONSTITUTE A DEFAULT UNDER THE LOAN DOCUMENTS AND ENTITLE TEXTRON TO ALL RIGHTS
AND REMEDIES UNDER THE LOAN DOCUMENTS.
8.
DISBURSEMENT OF ADVANCES.
AT ITS OPTION, TEXTRON MAY MAKE ALL OR
PART OF THE REVOLVER ADVANCE(S) TO BORROWER, JOINTLY TO BORROWER AND ANY PERSON
OR ENTITY TO WHOM PAYMENT OF ALL OR ANY PORTION OF ANY OF THE REVOLVER
ADVANCE(S) IS DUE, OR DIRECTLY TO ANY PERSON OR ENTITY TO WHOM ANY SUCH PAYMENT
IS DUE, AND ANY AND ALL SUCH DISBURSEMENTS SHALL BE DEEMED DISBURSED UNDER THE
LOAN AND FOR THE BENEFIT OF BORROWER ON THE DATE ON WHICH EACH SUCH DISBURSEMENT
IS MADE.
THE EXECUTION OF THIS LOAN AGREEMENT BY BORROWER SHALL, AND HEREBY
DOES, CONSTITUTE AN IRREVOCABLE DIRECTION AND AUTHORIZATION TO SO ADVANCE THE
PROCEEDS OF THE LOAN AS PROVIDED HEREIN.
NO FURTHER DIRECTION OR AUTHORIZATION
FROM BORROWER SHALL BE NECESSARY TO PERMIT SUCH DIRECT ADVANCES, AND ALL SUCH
DIRECT ADVANCES SHALL SATISFY PRO TANTO THE OBLIGATIONS OF TEXTRON HEREUNDER AND
SHALL BE SECURED BY THE LOAN DOCUMENTS AS FULLY AS IF MADE DIRECTLY TO BORROWER.
9.
SOLE BENEFIT.
ALL CONDITIONS TO TEXTRON'S