SUCH
INFORMATION IS DATED OR CERTIFIED AND NO SUCH INFORMATION CONTAINS ANY MATERIAL
MISSTATEMENT OF FACT OR OMITS TO STATE A MATERIAL FACT OR ANY FACT NECESSARY TO
MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING.
(R)
EACH REPRESENTATION AND WARRANTY SHALL BE DEEMED TO BE RESTATED
AND REAFFIRMED TO LENDER ON AND AS OF THE DATE OF THE MAKING OF EACH ADVANCE AND
EACH DISBURSEMENT OF ANY TERM LOAN PROCEEDS AND OF THE ISSUING OF EACH LETTER OF
CREDIT, AS THE
19
CASE MAY BE, UNDER THIS AGREEMENT EXCEPT THAT ANY REFERENCE TO THE FINANCIAL
STATEMENTS REFERRED TO IN PARAGRAPH 16(H) SHALL BE DEEMED TO REFER TO THE
FINANCIAL STATEMENTS THEN MOST RECENTLY DELIVERED TO LENDER PURSUANT TO
PARAGRAPHS 17(A)(I) AND (II).
(S)
BORROWER IS THE OWNER, IN FEE SIMPLE, OF THE LAND SUBJECT TO NO
SECURITY INTEREST EXCEPT PERMITTED ENCUMBRANCES.
(T)
THE UNADVANCED PORTION OF: (I) THE MAXIMUM TERM LOAN A AMOUNT
EQUALS OR EXCEEDS THE SUM OF: (A) THE TOTAL OF ALL REMAINING UNPAID PROJECT
COSTS PLUS (B) $250,000.00; AND THE MAXIMUM TERM LOAN B AMOUNT EQUALS OR EXCEEDS
THE TOTAL OF ALL REMAINING UNPAID CARD CLUB SUPPLY COSTS.
17.
AFFIRMATIVE COVENANTS.
BORROWER AGREES THAT IT WILL DO ALL OF THE
FOLLOWING:
(A)
FURNISH TO LENDER IN FORM SATISFACTORY TO LENDER:
(I)
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR OF BORROWER, A
COMPLETE AUDITED FINANCIAL REPORT PREPARED AND CERTIFIED WITHOUT QUALIFICATION
OR EXPLANATORY LANGUAGE BY INDEPENDENT PUBLIC ACCOUNTANTS ON A CONSOLIDATED AND
CONSOLIDATING BASIS FOR BORROWER AND ANY CONSOLIDATED SUBSIDIARIES OF BORROWER;
TOGETHER WITH A COPY OF THE MANAGEMENT LETTER OR MEMORANDUM, IF ANY, DELIVERED
BY SUCH INDEPENDENT PUBLIC ACCOUNTANTS TO BORROWER AND BORROWER'S RESPONSE
THERETO.
IF BORROWER SHALL FAIL TO SUPPLY THE REPORT WITHIN SUCH TIME LIMIT,
LENDER SHALL HAVE THE RIGHT (BUT NOT THE DUTY) TO EMPLOY CERTIFIED PUBLIC
ACCOUNTANTS ACCEPTABLE TO LENDER TO PREPARE SUCH REPORT AT BORROWER'S EXPENSE.
(II)
WITHIN 45 DAYS AFTER THE END OF EACH FISCAL QUARTER, A BALANCE
SHEET AND OPERATING FIGURES AS TO THAT QUARTER AND YEAR TO DATE PREPARED IN
ACCORDANCE WITH GAAP ON A CONSOLIDATED AND CONSOLIDATING BASIS FOR BORROWER AND
ANY CONSOLIDATED SUBSIDIARIES OF BORROWER AND CERTIFIED AS CORRECT BY THE CHIEF
FINANCIAL OFFICER OR TREASURER OF BORROWER BUT SUBJECT TO ADJUSTMENTS AS TO
INVENTORIES OR OTHER ITEMS TO WHICH AN OFFICER OF BORROWER DIRECTS ATTENTION IN
WRITING.
(III)
WITH THE FINANCIAL STATEMENTS DESCRIBED IN PARAGRAPH 17(A)(I) AND
(II), A COMPLIANCE CERTIFICATE IN THE FORM ATTACHED AS EXHIBIT E CERTIFIED AS
TRUE AND ACCURATE BY THE CHIEF FINANCIAL OFFICER OR TREASURER OF BORROWER.
(IV)
BY NO LATER THAN 45 DAYS AFTER THE BEGINNING OF ANY OF BORROWER'S
FISCAL YEARS, PROJECTIONS FOR BORROWER'S THEN CURRENT FISCAL YEAR CONSISTING OF
PROJECTED MONTH END BALANCE SHEETS AND MONTH END AND YEAR TO DATE STATEMENTS OF
EARNINGS AND CASH FLOWS, ALL IN A FORM ACCEPTABLE TO LENDER AND CERTIFIED BY
BORROWER'S CHIEF FINANCIAL OFFICER OR TREASURER AS HAVING BEEN PREPARED IN GOOD
FAITH AND REPRESENTING THE MOST