PROBABLE COURSE OF BORROWER'S BUSINESS DURING
SUCH FISCAL YEAR.
(V)
IMMEDIATELY UPON AND IN ANY EVENT WITHIN FIVE (5) DAYS AFTER ANY
OFFICER OF BORROWER BECOMES AWARE OF ANY DEFAULT OR EVENT OF DEFAULT, A NOTICE
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DESCRIBING THE NATURE THEREOF AND WHAT ACTION BORROWER PROPOSES TO TAKE WITH
RESPECT THERETO.
(VI)
AS SOON AS AVAILABLE AND IN EVENT WITHIN TEN (10) DAYS AFTER THE
FILING THEREOF, A COPY OF EACH REPORT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
(VII)
IMMEDIATELY UPON BECOMING AWARE OF THE OCCURRENCE, WITH RESPECT TO
ANY PLAN, OF ANY REPORTABLE EVENT OR ANY "PROHIBITED TRANSACTION" (AS DEFINED IN
SECTION 4975 OF THE CODE), A NOTICE SPECIFYING THE NATURE THEREOF AND WHAT
ACTION BORROWER PROPOSES TO TAKE WITH RESPECT THERETO, AND, WHEN RECEIVED,
COPIES OF AND NOTICE FROM PBGC OF INTENTION TO TERMINATE OR HAVE A TRUSTEE
APPOINTED FOR ANY PLAN.
(VIII)
FROM TIME TO TIME, AT LENDER'S REQUEST, ANY AND ALL OTHER
MATERIAL, REPORTS, INFORMATION, OR FIGURES REQUIRED BY LENDER.
(B)
PERMIT LENDER AND ITS REPRESENTATIVES ACCESS TO, AND THE RIGHT TO
MAKE COPIES OF, THE BOOKS, RECORDS, AND PROPERTIES OF BORROWER AT ALL REASONABLE
TIMES, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO THE PROJECT; AND
PERMIT LENDER AND ITS REPRESENTATIVES TO DISCUSS BORROWER'S FINANCIAL MATTERS
WITH OFFICERS OF BORROWER AND WITH ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
(AND, BY THIS PROVISION, BORROWER AUTHORIZES ITS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT TO PARTICIPATE IN SUCH DISCUSSIONS).
(C)
PAY WHEN DUE ALL TAXES, ASSESSMENTS, AND OTHER LIABILITIES AGAINST
IT OR ITS PROPERTIES INCLUDING, WITHOUT LIMITATION, AN PROJECT COSTS AND CARD
CLUB SUPPLY COSTS EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH AND FOR
WHICH AN ADEQUATE RESERVE HAS BEEN ESTABLISHED; BORROWER SHALL MAKE ALL
WITHHOLDING PAYMENTS WHEN DUE.
(D)
PROMPTLY NOTIFY LENDER IN WRITING OF ANY SUBSTANTIAL CHANGE IN
PRESENT MANAGEMENT OF BORROWER.
(E)
PAY WHEN DUE ALL AMOUNTS NECESSARY TO FUND IN ACCORDANCE WITH ITS
TERMS ANY PLAN;
(F)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS, ACTS, RULES,
REGULATIONS AND ORDERS OF ANY LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL BODY OR
OFFICIAL APPLICABLE TO BORROWER'S BUSINESS OPERATION OR COLLATERAL OR ANY PART
THEREOF; PROVIDED, HOWEVER, THAT BORROWER MAY CONTEST ANY SUCH LAW, ACT, RULE,
REGULATION OR ORDER IN GOOD FAITH BY APPROPRIATE PROCEEDINGS SO LONG AS
(I) BORROWER FIRST NOTIFIES LENDER OF SUCH CONTEST, AND (II) SUCH CONTEST DOES
NOT, IN LENDER'S SOLE DISCRETION, ADVERSELY AFFECT LENDER'S RIGHT OR PRIORITY IN
THE COLLATERAL OR IMPAIR BORROWER'S ABILITY TO PAY THE OBLIGATIONS WHEN DUE.
(G)
PROMPTLY NOTIFY LENDER IN WRITING OF: (X) ANY LITIGATION WHICH:
(I) INVOLVES AN AMOUNT IN DISPUTE IN EXCESS OF $50,000.00 WHICH IS NOT COVERED
BY INSURANCE OR, IF COVERED BY INSURANCE, THE INSURER HAS FAILED TO ACCEPT
DEFENSE OF THE LITIGATION OR HAS DONE SO UNDER A RESERVATION OF RIGHTS;
(II) RELATES TO THE MATTERS WHICH ARE THE SUBJECT OF THIS AGREEMENT; OR (III) IF
DETERMINED ADVERSELY TO BORROWER WOULD BE A MATERIAL ADVERSE OCCURRENCE; AND
(Y) ANY ADVERSE DEVELOPMENT IN ANY LITIGATION DESCRIBED