INCORPORATION CERTIFIED BY THE
SECRETARY OF STATE;
(H)
CERTIFICATES OF GOOD STANDING FOR BORROWER ISSUED BY ITS STATE OF
INCORPORATION AND BY THOSE STATES REQUESTED BY LENDER,
(I)
EVIDENCE OF INSURANCE FOR ALL INSURANCE REQUIRED BY THE LOAN
DOCUMENTS;
(J)
AN OFFICER CERTIFICATE, IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER, EXECUTED BY THE PRESIDENT OF BORROWER;
(K)
A TITLE COMMITMENT FOR THE LAND PREPARED BY CPT;
(L)
THE PLANS;
(M)
THE GENERAL CONSTRUCTION CONTRACT, THE AGREEMENT WITH THE ARCHITECT
FOR THE PROJECT (THE "PROJECT ARCHITECT") AND A SCHEDULE LISTING ALL
SUBCONTRACTS RELATING TO THE PROJECT;
(N)
THE SWORN CONSTRUCTION COST STATEMENT, AND A DISBURSEMENT SCHEDULE
SHOWING THE ANTICIPATED TIME AND AMOUNT OF DISBURSEMENTS FOR CONSTRUCTION OF THE
IMPROVEMENTS;
(O)
COPIES OF ALL BUILDING PERMITS REQUIRED TO COMPLETE CONSTRUCTION
OF THE IMPROVEMENTS, OR EVIDENCE SATISFACTORY TO LENDER THAT SUCH PERMITS WILL
BE OBTAINED;
(P)
A LETTER ADDRESSED TO LENDER FROM AN APPROPRIATE MUNICIPAL OFFICER
REGARDING COMPLIANCE OF THE PROJECT WITH EXISTING ZONING AND BUILDING CODES AND
ORDINANCES;
(Q)
THE APPROVED CARD CLUB SUPPLY BUDGET;
28
(R)
AN ORIGINATION FEE OF$ 15,000.00 WITH RESPECT TO TERM LOAN A IN
IMMEDIATELY AVAILABLE FUNDS; AND
(S)
SUCH OTHER APPROVALS, OPINIONS OR DOCUMENTS AS LENDER MAY REQUIRE.
22.
CONDITIONS PRECEDENT TO TERM LOAN.
INTENTIONALLY DELETED.
23.
CONDITIONS PRECEDENT TO ALL ADVANCES; ETC.
THE OCCURRENCE OF THE
CLOSING DATE AND THE OBLIGATION OF LENDER TO MAKE ANY ADVANCE (INCLUDING THE
INITIAL ADVANCE) OR ANY TERM LOAN OR TO ISSUE ANY LETTERS OF CREDIT (INCLUDING
THE INITIAL LETTER OF CREDIT) SHALL BE SUBJECT TO THE SATISFACTION OF EACH OF
THE FOLLOWING CONDITIONS, UNLESS WAIVED IN WRITING BY LENDER:
(A)
THE REPRESENTATIONS AND WARRANTIES OF BORROWER SET FORTH IN THIS
AGREEMENT ARE TRUE AND CORRECT ON THE DATE OF SUCH CREDIT EXTENSION (AND AFTER
GIVING EFFECT TO THESE THEN BEING MADE);
(B)
NO DEFAULT, NO EVENT OF DEFAULT AND NO MATERIAL ADVERSE OCCURRENCE
SHALL THEN HAVE OCCURRED AND BE CONTINUING ON THE DATE OF SUCH CREDIT EXTENSION
OR RESULT THEREFROM;
24.
TERMINATION.
INTENTIONALLY DELETED.
25.
GRANT OF LICENSE TO USE PATENTS AND TRADEMARKS COLLATERAL.
FOR THE
PURPOSE OF ENABLING LENDER TO EXERCISE RIGHTS AND REMEDIES UNDER THIS AGREEMENT,
BORROWER HEREBY GRANTS TO LENDER AND IRREVOCABLE, NON-EXCLUSIVE LICENSE
(EXERCISABLE WITHOUT PAYMENT OF ROYALTY OR OTHER COMPENSATION TO BORROWER) TO
USE, LICENSE OR SUBLICENSE ANY PATENT OR TRADEMARK NOW OWNED OR HEREAFTER
ACQUIRED BY BORROWER AND WHEREVER THE SAME MAY BE LOCATED, AND INCLUDING IN SUCH
LICENSE REASONABLE ACCESS TO ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE
RECORDED OR STORED AND TO ALL COMPUTER AND AUTOMATIC MACHINERY SOFTWARE AND
PROGRAMS USED FOR THE COMPILATION OR PRINTOUT THEREOF.
26.
MISCELLANEOUS.
(A)
THE PERFORMANCE OR OBSERVANCE OF ANY AFFIRMATIVE OR NEGATIVE
COVENANT OR OTHER PROVISION OF THIS AGREEMENT AND ANY SUPPLEMENT HERETO MAY BE
WAIVED BY LENDER IN A WRITING SIGNED BY LENDER BUT NOT OTHERWISE.
NO DELAY ON
THE PART OF LENDER IN THE EXERCISE OF ANY REMEDY, POWER OR RIGHT SHALL OPERATE
AS A WAIVER