TO REQUEST ADVANCES.
BY EXECUTION OF THIS LOAN
AGREEMENT, BORROWER AUTHORIZES TEXTRON TO MAKE THE REVOLVER ADVANCE(S) UPON THE
WRITTEN REQUEST OF W. BRADLEY BLAIR, II, OR SUCH OTHER INDIVIDUAL AS MAY
HEREAFTER BE AUTHORIZED IN A WRITTEN NOTICE BY BORROWER TO TEXTRON (AND TEXTRON
MAY RELY ON ANY SUCH DESIGNATION WITHOUT INQUIRING INTO ITS VALIDITY).
BORROWER
AGREES THAT: (A) TEXTRON IS NOT ACTING AS AGENT OR TRUSTEE FOR BORROWER;
(B) TEXTRON WILL NOT BE HELD ACCOUNTABLE FOR ANY REVOLVER ADVANCE(S) MADE IN
GOOD FAITH; (C) ALL ADVANCES MADE PRIOR TO THE RECEIPT OF WRITTEN NOTICE OF
REVOCATION OF ANY DESIGNATION PURSUANT TO THIS SECTION 3 SHALL BE DEEMED
ADVANCED IN GOOD FAITH; AND (D) RELOCATION OF THE AGENCY GRANTED HEREIN BY
BORROWER CAN BE ACCOMPLISHED ONLY BY THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO
TEXTRON.
5.
UNUSED LINE FEE.
BORROWER SHALL PAY TO TEXTRON A MONTHLY FEE FOR
THE UNUSED LINE (THE "UNUSED FEE") IN ARREARS ON THE FIRST DAY OF EACH MONTH FOR
THE IMMEDIATELY PRECEDING MONTH AND ON THE MATURITY DATE.
THE AMOUNT OF THE
UNUSED FEE SHALL BE CALCULATED BY MULTIPLYING .25% PER ANNUM BY THE DIFFERENCE
BETWEEN THE LOAN AMOUNT OF FOUR MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS
($4,200,000.00) AND THE AVERAGE OF THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN
DURING THE PRECEDING MONTH.
6.
REPRESENTATIONS AND COVENANTS.
(A)
DEPOSIT ACCOUNT.
BORROWER REPRESENTS AND WARRANTS THAT BORROWER
SHALL DEPOSIT INTO BORROWER'S OPERATING ACCOUNT MAINTAINED WITH WACHOVIA BANK,
N.A. ANY AND ALL FUNDS, REVENUE AND PROCEEDS RECEIVED FROM THE USE AND OPERATION
OF THE PROPERTY (THE "DEPOSIT ACCOUNT").
FURTHERMORE BORROWER REPRESENTS AND
COVENANTS TO USE SAID FUNDS STRICTLY TO PAY ONLY OPERATING COSTS OF THE PROPERTY
AND THE RENT PAYMENTS DUE UNDER THE GTA LEASE (AS DEFINED IN THE LEASEHOLD
MORTGAGE), UNLESS BORROWER OTHERWISE RECEIVES LENDER'S WRITTEN CONSENT TO USE
SAID FUNDS FOR ANY OTHER PURPOSE, PROVIDED, HOWEVER, UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER THE LEASEHOLD MORTGAGE OR THE MORTGAGE), BORROWER SHALL
NO LONGER BE PERMITTED TO WITHDRAW ANY FUNDS IN SAID DEPOSIT ACCOUNT AND LENDER
MAY EXERCISE ANY AND ALL RIGHTS WITH RESPECT TO THE DEPOSIT ACCOUNT UNDER THIS
AGREEMENT, THE PLEDGE AGREEMENT AND THE DEPOSIT ACCOUNT CONTROL AGREEMENT.
BORROWER HEREBY PLEDGES AND ASSIGNS TO LENDER AND GRANTS LENDER THE SECURITY
INTEREST IN, ALL FUNDS, REVENUES AND PROCEEDS NOW OR HEREAFTER DEPOSITED INTO
THE DEPOSIT ACCOUNT PURSUANT TO THE PLEDGE AGREEMENT DATED MARCH 18, 2004, AND
SAID PLEDGE AGREEMENT IS HEREBY RATIFIED AND REAFFIRMED.
(B)
COMPLIANCE WITH LAWS AND PERMITS.
THE USE OF THE PROPERTY AS A
GOLF COURSE WILL NOT VIOLATE (I) ANY APPLICABLE LAW, REGULATION, ORDINANCE OR
ORDER OF ANY KIND WHATSOEVER (INCLUDING ANY SUCH LAWS RELATING TO ZONING,
BUILDING AND ENVIRONMENTAL PROTECTION), OR (II) ANY PERMIT OR LICENSE ISSUED
WITH RESPECT TO THE PROPERTY.
THE PROPERTY IS IN COMPLIANCE WITH ALL APPLICABLE
LAWS, REGULATIONS, ORDINANCES AND ORDERS APPLICABLE THERETO, INCLUDING THE
APPLICABLE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OF 1990, AS
AMENDED.
BORROWER SHALL COMPLY WITH ALL