APPLIED, AND ACCOMPANIED
BY (A) WITH RESPECT TO THE CONSOLIDATED PORTIONS OF SUCH STATEMENTS, AN OPINION
CONTAINING NO MATERIAL EXCEPTIONS OR QUALIFICATIONS (EXCEPT FOR QUALIFICATIONS
REGARDING SPECIFIED CONTINGENT LIABILITIES) OF AN INDEPENDENT ACCOUNTING FIRM OF
RECOGNIZED NATIONAL STANDING REASONABLY ACCEPTABLE TO THE PURCHASERS HOLDING A
MAJORITY OF THE OUTSTANDING SERIES A PREFERRED STOCK HELD BY ALL OF THE
PURCHASERS, (B) A CERTIFICATE FROM SUCH ACCOUNTING FIRM, ADDRESSED TO THE
COMPANY'S BOARD OF DIRECTORS, STATING THAT IN THE COURSE OF ITS EXAMINATION
NOTHING CAME TO ITS ATTENTION THAT CAUSED IT TO BELIEVE THAT THERE WAS ANY
DEFAULT BY THE COMPANY OR ANY SUBSIDIARY IN THE FULFILLMENT OF OR COMPLIANCE
WITH ANY OF THE TERMS, COVENANTS, PROVISIONS OR CONDITIONS OF ANY MATERIAL
AGREEMENT TO WHICH THE COMPANY OR ANY SUBSIDIARY IS A PARTY OR, IF SUCH
ACCOUNTANTS HAVE REASON TO BELIEVE ANY SUCH DEFAULT BY THE COMPANY OR ANY
SUBSIDIARY EXISTS, A CERTIFICATE SPECIFYING THE NATURE AND PERIOD OF EXISTENCE
THEREOF, AND (C) A COPY OF SUCH FIRM'S ANNUAL MANAGEMENT LETTER TO THE COMPANY'S
BOARD OF DIRECTORS;
(IV)
PROMPTLY UPON RECEIPT THEREOF, ANY ADDITIONAL REPORTS, MANAGEMENT
LETTERS OR OTHER DETAILED INFORMATION CONCERNING SIGNIFICANT ASPECTS OF THE
COMPANY'S OR ITS SUBSIDIARIES' OPERATIONS OR FINANCIAL AFFAIRS GIVEN TO THE
COMPANY BY ITS INDEPENDENT ACCOUNTANTS (AND NOT OTHERWISE CONTAINED IN OTHER
MATERIALS PROVIDED HEREUNDER);
11
(V)
AT LEAST 30 DAYS BUT NOT MORE THAN 90 DAYS PRIOR TO THE BEGINNING
OF EACH FISCAL YEAR, AN ANNUAL BUDGET PREPARED ON A MONTHLY BASIS FOR THE
COMPANY AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR (DISPLAYING ANTICIPATED
STATEMENTS OF INCOME AND CASH FLOWS AND BALANCE SHEETS), AND PROMPTLY UPON
PREPARATION THEREOF ANY OTHER SIGNIFICANT BUDGETS PREPARED BY THE COMPANY AND
ANY REVISIONS OF SUCH ANNUAL OR OTHER BUDGETS;
(VI)
PROMPTLY (BUT IN ANY EVENT WITHIN FIVE BUSINESS DAYS) AFTER THE
DISCOVERY OR RECEIPT OF NOTICE OF ANY DEFAULT UNDER ANY MATERIAL AGREEMENT TO
WHICH IT OR ANY OF ITS SUBSIDIARIES IS A PARTY, ANY CONDITION OR EVENT WHICH IS
REASONABLY LIKELY TO RESULT IN ANY MATERIAL LIABILITY UNDER ANY FEDERAL, STATE
OR LOCAL STATUTE OR REGULATION RELATING TO PUBLIC HEALTH AND SAFETY, WORKER
HEALTH AND SAFETY OR POLLUTION OR PROTECTION OF THE ENVIRONMENT OR ANY OTHER
MATERIAL ADVERSE CHANGE, EVENT OR CIRCUMSTANCE AFFECTING THE COMPANY OR ANY
SUBSIDIARY (INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY MATERIAL LITIGATION
AGAINST THE COMPANY OR ANY SUBSIDIARY OR THE EXISTENCE OF ANY DISPUTE WITH ANY
PERSON WHICH INVOLVES A REASONABLE LIKELIHOOD OF SUCH LITIGATION BEING
COMMENCED), AN OFFICER'S CERTIFICATE SPECIFYING THE NATURE AND PERIOD OF
EXISTENCE THEREOF AND WHAT ACTIONS THE COMPANY AND ITS SUBSIDIARIES HAVE TAKEN
AND PROPOSE TO TAKE WITH RESPECT THERETO;
(VII)
WITHIN TEN DAYS AFTER TRANSMISSION THEREOF, COPIES OF ALL
FINANCIAL STATEMENTS, PROXY STATEMENTS, REPORTS AND ANY OTHER GENERAL WRITTEN
COMMUNICATIONS WHICH THE COMPANY SENDS TO ITS STOCKHOLDERS AND COPIES OF ALL
REGISTRATION STATEMENTS AND ALL REGULAR, SPECIAL OR PERIODIC REPORTS WHICH IT
FILES, OR ANY OF ITS OFFICERS OR DIRECTORS FILE WITH RESPECT TO THE COMPANY,