THEREOF).
(III)
ANY CEASING OF THE BORROWERS' MAKING OF PAYMENT, IN THE ORDINARY
COURSE, TO ANY OF ITS CREDITORS (EXCLUDING THE CEASING OF THE MAKING OF SUCH
PAYMENTS ON ACCOUNT OF A BONA FIDE DISPUTE WITH A CREDITOR NOT IN EXCESS OF
FIFTY THOUSAND ($50,000) DOLLARS).
(IV)
ANY FAILURE BY THE BORROWERS TO PAY RENT AT ANY OF THE BORROWERS'
LOCATIONS, WHICH FAILURE CONTINUES FOR MORE THAN THREE (3) DAYS FOLLOWING THE
DAY ON WHICH SUCH RENT FIRST CAME DUE. IF BORROWERS HAVE ANY DISPUTE WITH ANY
LANDLORD WITH RESPECT TO RENT PAYABLE OR OTHER MATTERS, BORROWERS SHALL GIVE
LENDER WRITTEN NOTICE OF SAID DISPUTE.
(V)
ANY FAILURE BY BORROWERS TO PAY TRADE LIABILITIES OR OTHER EXPENSE
LIABILITIES IN ACCORDANCE WITH THEIR PAST BUSINESS PRACTICES.
(VI)
ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, OR
FINANCIAL AFFAIRS OF THE BORROWERS.
(VII)
THE OCCURRENCE OF ANY SUSPENSION EVENT.
(VIII)
ANY DECISION ON THE PART OF THE BORROWERS TO DISCHARGE THE
BORROWERS' PRESENT INDEPENDENT ACCOUNTANTS OR ANY WITHDRAWAL OR RESIGNATION BY
SUCH INDEPENDENT ACCOUNTANTS FROM THEIR ACTING IN SUCH CAPACITY (AS TO WHICH,
SEE SUBSECTION 9-1 (D)).
(IX)
WITHIN FIVE (5) DAYS OF LEARNING OF ANY LITIGATION WHICH, IF
DETERMINED ADVERSELY TO THE BORROWERS, MIGHT HAVE A MATERIAL ADVERSE EFFECT ON
THE FINANCIAL CONDITION OF THE BORROWERS.
(X)
WITHIN FIVE (5) DAYS OF THE REDUCTION BY ANY OF BORROWERS'
MATERIAL VENDORS IN THE AMOUNT OF TRADE CREDIT OR TERMS PROVIDED BY SUCH VENDOR
TO BORROWERS ON THE DATE OF EXECUTION HEREOF.
(XI)
THE ENGAGEMENT OR EMPLOYMENT BY THE BORROWERS OF ANY BANKRUPTCY,
RESTRUCTURING OR "TURN-AROUND" PROFESSIONALS.
(B)
THE BORROWERS SHALL:
(I)
EXCEPT TO THE EXTENT AVAILABLE ON EDGAR, PROVIDE THE LENDER,
35
when so distributed, with copies of any materials distributed to the
shareholders of the Borrowers (qua such shareholders).
(II)
ADD THE LENDER AS AN ADDRESSEE ON ALL MAILING LISTS MAINTAINED BY
OR FOR THE BORROWERS.
(III)
AT THE REQUEST OF THE LENDER, FROM TIME TO TIME, PROVIDE THE
LENDER WITH COPIES OF ALL ADVERTISING (INCLUDING COPIES OF ALL PRINT ADVERTISING
AND DUPLICATE TAPES OF ALL VIDEO AND RADIO SUCH ADVERTISING).
(IV)
PROVIDE THE LENDER, WITHIN FIVE (5) DAYS OF RECEIPT BY THE
BORROWERS, WITH A COPY OF ANY MANAGEMENT LETTER OR SIMILAR COMMUNICATIONS FROM
ANY ACCOUNTANT OF THE BORROWERS.
9-4.
BORROWING BASE CERTIFICATE.
THE BORROWERS SHALL PROVIDE THE
LENDER, DAILY, WITH A BORROWING BASE CERTIFICATE (IN THE FORM OF EXHIBIT 9-4
ANNEXED HERETO, AS SUCH FORM MAY BE REVISED FROM TIME TO TIME BY THE LENDER).
SUCH CERTIFICATE MAY BE SENT TO THE LENDER BY FACSIMILE TRANSMISSION, PROVIDED
THAT THE ORIGINAL THEREOF IS FORWARDED TO THE LENDER ON THE DATE OF SUCH
TRANSMISSION AT ITS REQUEST. NO ADJUSTMENTS TO THE BORROWING BASE CERTIFICATE
MAY BE MADE WITHOUT SUPPORT DOCUMENTATION AND SUCH OTHER DOCUMENTATION AS MAY BE
REQUESTED BY LENDER FROM TIME TO TIME.
9-5.
WEEKLY REPORTS.
WEEKLY, NOT LATER THAN WEDNESDAY FOR THE
IMMEDIATELY PRECEDING FISCAL WEEK:
See EXHIBIT 9-R.
In the event that Availability equals Two Hundred Fifty