ANY AUDITS OR APPRAISALS
CONDUCTED BY THE LENDER PURSUANT TO SECTION 2.11(C) OF THE LOAN AGREEMENT.
(D)
UNTIL SUCH TIME AS THE BORROWER HAS
REQUESTED A BORROWING IN ACCORDANCE WITH PARAGRAPH 4 BELOW, THE BORROWER SHALL
NOT BE REQUIRED TO DELIVER THE FINANCIAL AND OTHER REPORTS SPECIFIED IN
SECTION 6.2(A)-(H) OF THE LOAN AGREEMENT ON A WEEKLY BASIS; PROVIDED, HOWEVER,
THAT THE BORROWER SHALL CONTINUE TO DELIVER THE LENDER A MONTHLY BORROWING BASE
CERTIFICATE (IN A FORM APPROVED BY LENDER), AND A MONTHLY STATEMENT OF CASH
DEPOSITS; AND ON A QUARTERLY BASIS, A COMPLIANCE CERTIFICATE WITH THE QUARTERLY
FINANCIAL STATEMENTS AND OTHER REPORTS INCLUDING THE REPORTS SPECIFIED IN
SECTION 6.2(A)-(H) TO THE LENDER WHICH ARE REQUIRED BY THE LOAN AGREEMENT.
4.
ADDITIONAL CONDITIONS TO ADVANCES.
IN
ADDITION TO ALL OTHER CONDITIONS TO THE OBLIGATION OF LENDER TO MAKE ANY
ADVANCES UNDER THE LOAN AGREEMENT (OR TO EXTEND ANY OTHER CREDIT THEREUNDER),
THE LENDER SHALL HAVE NO OBLIGATION TO MAKE ANY ADVANCES OR OTHER FINANCIAL
ACCOMMODATIONS THEREUNDER UNLESS:
(A)
THE BORROWER SHALL HAVE FIRST PROVIDED THE
LENDER WITH NOT LESS THAN FORTY-FIVE (45) BUSINESS DAYS' PRIOR WRITTEN NOTICE OF
THE BORROWER'S INTENTION TO REQUEST A BORROWING, TOGETHER WITH (I) ALL OF THE
INFORMATION REQUIRED PURSUANT TO SECTION 2.3(A) OF THE LOAN AGREEMENT, (II) A
CURRENT COMPLIANCE CERTIFICATE, (III) A CERTIFICATION THAT ALL REPRESENTATIONS
AND WARRANTIES CONTAINED IN THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS
(COLLECTIVELY, THE "REPRESENTATIONS AND WARRANTIES") ARE (EXCEPT WITH RESPECT TO
THOSE REPRESENTATIONS AND WARRANTIES WHICH RELATE SOLELY TO AN EARLIER DATE)
TRUE, CORRECT AND COMPLETE IN ALL RESPECTS AS OF THE DATE THEREOF (AND SHALL BE
CORRECT AS OF THE DATE OF THE REQUESTED BORROWING) AND, TO THE EXTENT ANY OF THE
REPRESENTATIONS AND WARRANTIES SHALL NOT BE TRUE, CORRECT AND COMPLETE IN ALL
RESPECTS, THE BORROWER SHALL PROVIDE THE LENDER WITH UPDATES THERETO AND SUCH
SUPPORTING DOCUMENTATION REASONABLY REQUESTED BY THE LENDER, WHICH
REPRESENTATIONS AND WARRANTIES, AS UPDATED, SHALL BE ACCEPTABLE TO THE LENDER
AND (IV) AND SUCH OTHER INFORMATION AS THE LENDER MAY REASONABLY REQUEST; AND
(B)
THE LENDER SHALL HAVE RECEIVED A
SATISFACTORY AUDIT AND APPRAISAL OF THE BORROWER'S FINANCIAL CONDITION AND THE
ASSETS;
(C)
THE LENDER SHALL HAVE RECEIVED A BUSINESS
PLAN CONTAINING THE BORROWER'S PROJECTIONS FOR THE TWELVE MONTH PERIOD FOLLOWING
ANY NOTICE UNDER CLAUSE (A) ABOVE, ON A MONTH-BY-MONTH BASIS, IN FORM AND
SUBSTANCE (INCLUDING AS TO SCOPE AND UNDERLYING ASSUMPTIONS) SATISFACTORY TO
LENDER; AND
(D)
THE BORROWER SHALL HAVE PAID THE LENDER A
LINE REACTIVATION FEE IN THE AMOUNT OF $50,000.00, SUCH FEE TO BE RETAINED BY
THE LENDER AS A FEE IN ALL INSTANCES AND SHALL NOT BE APPLIED IN REDUCTION OF
ANY OTHER OBLIGATIONS.
FURTHER, UPON ANY BORROWING, ALL TERMS AND COVENANTS OF THE LOAN AGREEMENT
(INCLUDING ANY SUCH TERMS PREVIOUSLY SUSPENDED BY AGREEMENT OF THE LENDER) SHALL
BE AUTOMATICALLY REACTIVATED AND SHALL BE IN FULL FORCE AND EFFECT.
5.
NO FURTHER MODIFICATION.
EXCEPT AS
EXPRESSLY MODIFIED IN THE MANNER SET FORTH ABOVE, THE LOAN AGREEMENT AND