OR ABOUT THE TIME ON WHICH THE TERM LOAN A PROCEEDS
ARE ADVANCED TO CPT, AN APPROPRIATE NOTATION ON THE RECORDS OF LENDER,
REFLECTING THE PRINCIPAL AMOUNT OF TERM LOAN A, AND LENDER SHALL MAKE OR CAUSE
TO BE MADE, ON OR ABOUT THE TIME OF RECEIPT OF PAYMENT OF ANY PRINCIPAL OF THE
TERM NOTE A, AN APPROPRIATE NOTATION ON ITS RECORDS REFLECTING SUCH PAYMENT.
THE OUTSTANDING PRINCIPAL AMOUNT OF TERM LOAN A SET FORTH ON THE RECORDS OF
LENDER SHALL BE REBUTTABLE PRESUMPTIVE EVIDENCE OF THE PRINCIPAL AMOUNT OWING
AND UNPAID ON THE TERM NOTE A.
(E)
LENDER SHALL NOT BE OBLIGATED TO ADVANCE ANY TERM LOAN A PROCEEDS
UNLESS AND UNTIL BORROWER HAS PROVIDED LENDER WITH EVIDENCE THAT BORROWER HAS
PAID SUFFICIENT PROJECT COSTS SO THAT ALL REMAINING UNPAID PROJECT COSTS DO NOT
EXCEED THE AMOUNT OF THE TERM LOAN A PROCEEDS NOT YET ADVANCED BY LENDER.
IF
THE LENDER OR BORROWER DETERMINES THAT THE UNADVANCED BALANCE OF TERM LOAN A
PROCEEDS IS INSUFFICIENT TO COVER ANY PROJECT COST, OR TO COMPLETE THE PROJECT,
IT SHALL NOTIFY THE OTHER PARTY OF SUCH DETERMINATION, AND BORROWER SHALL,
WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH NOTICE, DEPOSIT WITH THE LENDER FUNDS
EQUAL TO THE AMOUNT OF THE DEFICIENCY, EXCEPT THAT, WITH RESPECT TO ANY SUCH
DEFICIENCY WITH RESPECT TO THE PAYMENT OF PROJECT COSTS OR ESTIMATED EXPENSES OF
COMPLETION ARISING AT ANY TIME WHEN NO OTHER EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, LENDER AGREES THAT BORROWER SHALL NOT BE REQUIRED TO MAKE ANY
SUCH DEPOSIT UNTIL FIVE (5) BUSINESS DAYS AFTER THE DEFICIENCY IS AT LEAST
$250,000.00. BORROWER HEREBY ASSIGNS AND PLEDGES TO THE LENDER ALL FUNDS SO
DEPOSITED AS ADDITIONAL SECURITY FOR THE OBLIGATIONS.
BORROWER MAY NOT
REALLOCATE ITEMS OF COSTS OR CHANGE THE SWORN CONSTRUCTION COST STATEMENT
WITHOUT THE CONSENT OF THE LENDER.
4C
TERM LOAN B
(A)
AT THE REQUEST OF BORROWER MADE PRIOR TO THE TERM LOAN B
COMMITMENT TERMINATION DATE, LENDER AGREES, SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, TO MAKE A TERM LOAN (THE "TERM LOAN B") TO BORROWER IN AN
AMOUNT UP TO THE LESSER OF: (I) THE TERM LOAN B COMMITMENT; OR (II) THE MAXIMUM
TERM LOAN B AMOUNT.
TERM LOAN B PROCEEDS SHALL BE DISBURSED BY THE LENDER
SOLELY FOR THE PURPOSE OF PAYING, OR REIMBURSING BORROWER FOR THE PAYMENT OF,
BORROWER'S CARD CLUB SUPPLY COSTS.
(B)
IN ORDER TO OBTAIN TERM LOAN B PROCEEDS, BORROWER SHALL GIVE
WRITTEN OR TELEPHONIC NOTICE TO LENDER, BY NOT LATER THAN CLOSE OF LENDER'S
BUSINESS AT LEAST ONE (1)
11
BUSINESS DAY PRIOR TO THE DATE ON WHICH BORROWER DESIRES THAT TERM LOAN B
PROCEEDS BE DISBURSED TO BORROWER.
EACH REQUEST FOR A DISBURSEMENT OF TERM LOAN
B PROCEEDS SHALL BE IN THE FORM OF EXHIBIT D ATTACHED HERETO.
ON THE REQUESTED
DATE BUT SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, LENDER SHALL
MAKE TERM LOAN B PROCEEDS AVAILABLE TO BORROWER BY TRANSFERRING THE AMOUNT
THEREOF