WITH RESPECT THERETO;
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN TWENTY-FIVE (25) DAYS AFTER THE END
OF EACH CALENDAR MONTH, AN UNAUDITED/INTERNAL BALANCE SHEET AND STATEMENTS OF
INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE COMPANY AND ITS SUBSIDIARIES AS
AT THE END OF AND FOR SUCH MONTH AND FOR THE YEAR TO DATE PERIOD THEN ENDED,
PREPARED ON A CONSOLIDATING AND CONSOLIDATED BASIS TO INCLUDE THE COMPANY, EACH
SUBSIDIARY OF THE COMPANY AND EACH OF THEIR RESPECTIVE AFFILIATES, IN REASONABLE
DETAIL AND STATING IN COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING DATE
AND PERIODS IN THE PREVIOUS YEAR, ALL PREPARED IN ACCORDANCE WITH GAAP, SUBJECT
TO QUARTERLY AND YEAR-END ADJUSTMENTS AND ACCOMPANIED BY A CERTIFICATE OF THE
COMPANY'S PRESIDENT, CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER, STATING
(I) THAT SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP,
SUBJECT TO YEAR-END AUDIT ADJUSTMENTS, AND (II) WHETHER OR NOT SUCH OFFICER HAS
KNOWLEDGE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT (AS DEFINED IN EACH NOTE)
NOT THERETOFORE REPORTED AND REMEDIED AND, IF SO, STATING IN REASONABLE DETAIL
THE FACTS WITH RESPECT THERETO;
THE COMPANY SHALL TIMELY FILE WITH THE SEC ALL REPORTS REQUIRED TO BE FILED
PURSUANT TO THE EXCHANGE ACT AND REFRAIN FROM TERMINATING ITS STATUS AS AN
ISSUER REQUIRED BY THE EXCHANGE ACT TO FILE REPORTS THEREUNDER EVEN IF THE
EXCHANGE ACT OR THE RULES OR REGULATIONS THEREUNDER WOULD PERMIT SUCH
TERMINATION.
PROMPTLY AFTER (I) THE FILING THEREOF, COPIES OF THE COMPANY'S
MOST RECENT REGISTRATION STATEMENTS AND ANNUAL, QUARTERLY, MONTHLY OR OTHER
REGULAR REPORTS WHICH THE COMPANY FILES WITH THE SEC, AND (II) THE ISSUANCE
THEREOF, COPIES OF SUCH FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS AS
THE COMPANY SHALL SEND TO ITS STOCKHOLDERS; AND
THE COMPANY SHALL DELIVER, OR CAUSE THE APPLICABLE SUBSIDIARY OF THE COMPANY TO
DELIVER, SUCH OTHER INFORMATION AS ANY CREDITOR PARTY SHALL REASONABLY REQUEST.
USE OF FUNDS.
THE COMPANY SHALL USE THE PROCEEDS OF THE SALE OF THE NOTES AND
THE WARRANTS FOR GENERAL WORKING CAPITAL PURPOSES ONLY (IT BEING UNDERSTOOD THAT
$2,303,500.00 OF THE PROCEEDS OF THE NOTES WILL BE DEPOSITED IN THE RESTRICTED
ACCOUNT ON THE CLOSING DATE AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF
THE RESTRICTED ACCOUNT AGREEMENT AND THE RESTRICTED ACCOUNT SIDE LETTER).
ACCESS TO FACILITIES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES WILL PERMIT ANY
REPRESENTATIVES DESIGNATED BY THE AGENT (OR ANY SUCCESSOR OF THE AGENT), UPON
REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS, AT SUCH PERSON'S EXPENSE AND
ACCOMPANIED BY A REPRESENTATIVE OF THE COMPANY OR ANY SUBSIDIARY (PROVIDED THAT
NO SUCH PRIOR NOTICE SHALL BE REQUIRED TO BE GIVEN AND NO SUCH REPRESENTATIVE OF
THE COMPANY OR ANY SUBSIDIARY SHALL BE REQUIRED TO ACCOMPANY THE AGENT IN THE
EVENT THE AGENT BELIEVES SUCH ACCESS IS NECESSARY TO PRESERVE OR PROTECT THE
17
COLLATERAL (AS DEFINED IN THE MASTER SECURITY AGREEMENT) OR FOLLOWING THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (AS DEFINED IN EACH
NOTE)), TO: