WITH THE SEC, A COPY OF ITS ANNUAL REPORTS AND
QUARTERLY REPORTS ON FORM 10-K AND 10-Q, ANY INTERIM REPORTS OR ANY CONSOLIDATED
BALANCE SHEETS, INCOME STATEMENTS, SHAREHOLDERS' EQUITY STATEMENTS AND/OR CASH
FLOW STATEMENTS FOR ANY PERIOD, ANY CURRENT REPORTS ON FORM 8-K AND ANY
REGISTRATION STATEMENTS (OTHER THAN ON FORM S-8) OR AMENDMENTS FILED PURSUANT TO
THE SECURITIES ACT, WHICH ANNUAL REPORTS SHALL BE ACCOMPANIED BY A REPORT AND
OPINION THEREON OF A FIRM OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF
RECOGNIZED NATIONAL STANDING ACCEPTABLE TO THE LENDER AND SHALL NOT BE SUBJECT
TO ANY "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION OR ANY QUALIFICATION
OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT; AND
(II)
WITHIN ONE (1) BUSINESS DAY OF THE FILING OF ANY ANNUAL REPORT
AND QUARTERLY REPORT REFERRED TO CLAUSE (I), A CERTIFICATE OF A RESPONSIBLE
OFFICER OF THE COMPANY IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER STATING
WHETHER ANY DEFAULT EXISTS ON THE DATE OF SUCH CERTIFICATE, AND IF SO, SETTING
FORTH THE DETAILS THEREOF AND THE ACTION WHICH THE COMPANY IS TAKING OR PROPOSES
TO TAKE WITH RESPECT THERETO;
(III)
AS SOON AS AVAILABLE AND IN ANY EVENT NOT LATER THAN 30 DAYS
PRIOR TO THE END OF EACH FISCAL YEAR OF THE COMPANY, AN OPERATING BUDGET FOR THE
COMPANY AND ITS SUBSIDIARIES APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE UPCOMING FISCAL YEAR, IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER,
SUCH BUDGET TO BE PREPARED IN ACCORDANCE WITH GAAP AND ON A FAIR AND REASONABLE
BASIS AND IN GOOD FAITH, AND TO BE BASED ON ESTIMATES AND ASSUMPTIONS BELIEVED
BY THE COMPANY TO BE FAIR AND REASONABLE AS OF THE TIME MADE AND FROM THE BEST
INFORMATION THEN AVAILABLE TO THE COMPANY IN THE LIGHT OF THE CURRENT AND
REASONABLY FORESEEABLE BUSINESS CONDITIONS: AND
14
(IV)
NOT LATER THAN THE LAST BUSINESS DAY OF EACH WEEK, A REPORT
LISTING THE AMOUNT OF AND DESCRIBING IN REASONABLE DETAIL ALL EXPENDITURES TO BE
MADE BY THE COMPANY AND ITS SUBSIDIARIES FOR THE UPCOMING WEEK.
(b)
Additional Information. The Company will furnish to the Lender:
(I)
PROMPTLY AFTER THE COMPANY HAS KNOWLEDGE OR BECOMES AWARE
THEREOF, NOTICE OF THE OCCURRENCE OF ANY DEFAULT;
(II)
PROMPT WRITTEN NOTICE OF ALL ACTIONS, SUITS AND PROCEEDINGS
BEFORE ANY GOVERNMENTAL AGENCY OR AUTHORITY OR ARBITRATOR PENDING, OR TO THE
BEST OF THE COMPANY'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING THE COMPANY OR
ANY OF ITS SUBSIDIARIES, INCLUDING ANY ACTIONS, SUITS, CLAIMS, NOTICES OF
VIOLATION, HEARINGS, INVESTIGATIONS OR PROCEEDINGS PENDING, OR TO THE BEST OF
THE COMPANY'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY OF
ITS SUBSIDIARIES, OR WITH RESPECT TO THE OWNERSHIP, USE, MAINTENANCE AND
OPERATION OF THEIR RESPECTIVE PROPERTIES, RELATING TO ENVIRONMENTAL LAWS, WHICH
(A) INVOLVE AN AGGREGATE LIABILITY EQUAL TO $50,000 OR MORE, OR (B) OTHERWISE
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(III)
PROMPTLY AFTER SUBMISSION TO ANY GOVERNMENTAL AGENCY OR
AUTHORITY, ALL DOCUMENTS AND INFORMATION FURNISHED