FEES AND
COURT COSTS), WHICH ARE INCURRED, SUSTAINED, SUFFERED, ASSERTED OR ASSESSED
AGAINST TEXTRON AS A RESULT OF ANY CLAIM, ACTION SUIT OR PROCEEDING IN WHICH IT
IS ALLEGED THAT TEXTRON HAS LIABILITY TO ANY PERSON OR ENTITY BECAUSE TEXTRON
AND BORROWER HAVE A RELATIONSHIP OTHER THAN OR IN ADDITION TO THAT OF CREDITOR
AND DEBTOR.
THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE THE REPAYMENT OF
THE LOAN.
13.
ASSIGNMENT.
THIS LOAN AGREEMENT MAY BE ENDORSED, ASSIGNED AND
TRANSFERRED IN WHOLE OR IN PART BY TEXTRON, AND ANY SUCH HOLDER AND ASSIGNEE OF
THIS LOAN AGREEMENT SHALL SUCCEED TO AND BE POSSESSED OF THE RIGHTS OF TEXTRON
UNDER THIS LOAN AGREEMENT TO THE EXTENT TRANSFERRED AND ASSIGNED.
THIS LOAN
AGREEMENT MAY NOT BE ENDORSED, ASSIGNED OR TRANSFERRED BY BORROWER.
14.
LOAN ASSUMPTION.
NOTWITHSTANDING THE PROVISIONS IN SECTION 1.15
OF THE MORTGAGE TO THE CONTRARY, TEXTRON SHALL CONSIDER A NEW BORROWER AND
GUARANTOR ASSUMING THE LOAN AND CONVERTING THE LOAN TO AN AMORTIZING LOAN,
FUNDED UP TO A MAXIMUM LOAN AMOUNT OF FOUR MILLION TWO HUNDRED THOUSAND AND
00/100 DOLLARS ($4,200,000.00); PROVIDED, A 1.30:1 DEBT SERVICE COVERAGE RATIO
TEST IS MET, AND SUBJECT TO THE ADDITIONAL CONDITIONS DESCRIBED BELOW.
TEXTRON
SHALL REQUIRE ANY PROPOSED NEW BORROWER AND GUARANTOR TO SUBMIT TO TEXTRON'S
CUSTOMARY UNDERWRITING AND APPROVAL PROCESS.
IF APPROVED, THE NEW BORROWER AND
GUARANTOR WILL
6
ASSUME AN AMORTIZING LOAN BASED ON A TWENTY-FIVE (25) YEAR AMORTIZATION
SCHEDULE TO BE CALCULATED BY TEXTRON, WITH THE AMORTIZATION PERIOD TO BEGIN AS
OF THE DATE OF THE ASSUMPTION.
IF THE LOAN IS ASSUMED BY A NEW BORROWER, A ONE
TIME FIXED RATE OPTION SHALL BE OFFERED.
THE FIXED RATE WILL BE CALCULATED AT
THE TREASURY RATE PLUS FOUR AND ONE-QUARTER PERCENT (4.25%).
THE TREASURY RATE
SHALL BE CALCULATED USING LIKE-TERM TREASURY RATES THAT CORRESPOND WITH THE TERM
OF THE LOAN, WITH SUCH RATE TO BE DETERMINED THREE (3) BUSINESS DAYS PRIOR TO
THE EFFECTIVE DATE OF THE FIXED RATE.
TEXTRON SHALL NOT UNREASONABLY WITHHOLD
APPROVAL OF THE BORROWER; PROVIDED THE NEW BORROWER HAS ADEQUATE EXPERIENCE IN
THE GOLF MANAGEMENT BUSINESS, IS DEEMED TO HAVE GOOD CREDIT AND THE FINANCIAL
RESOURCES TEXTRON DEEMS NECESSARY TO HELP SUPPORT THE OPERATION, AS DETERMINED
BY TEXTRON IN ITS REASONABLE BUSINESS JUDGMENT, AND THAT PRIOR TO THE PERMITTED
ASSUMPTION OF THE LOAN THERE ARE NO UNCURED EVENTS OF DEFAULT AS OF THE
ASSUMPTION DATE.
TEXTRON MAY CHARGE THE BORROWER AN UNDERWRITING FEE OF UP TO
ONE PERCENT (1%) OF THE ASSUMED LOAN AS DETERMINED BY TEXTRON IN ITS SOLE AND
ABSOLUTE DISCRETION.
IN THE EVENT OF AN ASSUMPTION, THE TERM WILL BE RESET FOR
FIVE (5) YEARS COMMENCING AT THE TIME THE LOAN ASSUMPTION IS COMPLETED.
THE
TERMS OF THE LOAN DOCUMENTS TO BE EXECUTED BY THE NEW BORROWER SHALL PROVIDE
THAT THE NEW BORROWER SHALL PAY TO TEXTRON A PREPAYMENT FEE UPON REFINANCING THE
LOAN OR MAKING PREPAYMENTS FROM NON PROPERTY CASH FLOW AT THE RATE OF THREE
PERCENT (3.0%) OF THE OUTSTANDING LOAN BALANCE,