SHALL BE DEEMED REPEATED UPON
THE MAKING OF A REQUEST FOR A LOAN AND MADE AS OF THE TIME OF EACH LOAN MADE
HEREUNDER), AS FOLLOWS:
COMPANY IS A CORPORATION DULY INCORPORATED AND VALIDLY EXISTING UNDER THE LAWS
OF THE JURISDICTION OF ITS INCORPORATION AND DULY QUALIFIED AND IN GOOD STANDING
IN EVERY OTHER STATE OR JURISDICTION IN WHICH THE NATURE OF COMPANY'S BUSINESS
REQUIRES SUCH QUALIFICATION.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS (I) HAVE BEEN DULY AUTHORIZED, (II) ARE NOT IN CONTRAVENTION OF
COMPANY'S CERTIFICATE OF INCORPORATION, BY-LAWS OR OF ANY INDENTURE, AGREEMENT
OR UNDERTAKING TO WHICH COMPANY IS A PARTY OR BY WHICH COMPANY IS BOUND AND
(III) ARE WITHIN COMPANY'S CORPORATE POWERS.
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS EXECUTED AND DELIVERED BY COMPANY
ARE COMPANY'S LEGAL, VALID AND BINDING OBLIGATIONS, ENFORCEABLE IN ACCORDANCE
WITH THEIR TERMS.
EXHIBIT 12(D) SETS FORTH COMPANY'S NAME AS IT APPEARS IN OFFICIAL FILING IN THE
STATE OF ITS INCORPORATION, THE TYPE OF ENTITY OF COMPANY, THE ORGANIZATIONAL
IDENTIFICATION NUMBER ISSUED BY COMPANY'S STATE OF INCORPORATION OR A STATEMENT
THAT NO SUCH NUMBER HAS BEEN ISSUED, COMPANY'S STATE OF INCORPORATION, AND THE
LOCATION OF COMPANY'S CHIEF EXECUTIVE OFFICE, CORPORATE OFFICES, WAREHOUSES,
OTHER LOCATIONS OF COLLATERAL AND LOCATIONS WHERE RECORDS WITH RESPECT TO
COLLATERAL ARE KEPT (INCLUDING IN EACH CASE THE COUNTY OF SUCH LOCATIONS) AND,
EXCEPT AS SET FORTH IN SUCH EXHIBIT 12(D), SUCH LOCATIONS HAVE NOT CHANGED
DURING THE PRECEDING TWELVE MONTHS.
AS OF THE CLOSING DATE, DURING THE PRIOR
FIVE YEARS, EXCEPT AS SET FORTH IN EXHIBIT 12(D), COMPANY HAS NOT BEEN KNOWN AS
OR CONDUCTED BUSINESS IN ANY OTHER NAME (INCLUDING TRADE NAMES).
COMPANY HAS
ONLY ONE STATE OF INCORPORATION.
BASED UPON THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA"), AND
THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER: (I) COMPANY HAS NOT
ENGAGED IN ANY PROHIBITED TRANSACTIONS AS DEFINED IN SECTION 406 OF ERISA AND
SECTION 4975 OF THE INTERNAL REVENUE CODE, AS AMENDED; (II) COMPANY HAS MET ALL
APPLICABLE MINIMUM FUNDING REQUIREMENTS UNDER SECTION 302 OF ERISA IN RESPECT OF
ITS PLANS; (III) COMPANY HAS NO KNOWLEDGE OF ANY EVENT OR OCCURRENCE WHICH WOULD
CAUSE THE PENSION BENEFIT GUARANTY CORPORATION TO INSTITUTE PROCEEDINGS UNDER
TITLE IV OF ERISA TO TERMINATE ANY EMPLOYEE BENEFIT PLAN(S); (IV) COMPANY HAS NO
FIDUCIARY RESPONSIBILITY FOR INVESTMENTS WITH RESPECT TO ANY PLAN EXISTING FOR
THE BENEFIT OF PERSONS OTHER THAN COMPANY'S EMPLOYEES; AND (V) EXCEPT AS
DISCLOSED IN EXHIBIT 12(E) ATTACHED HERETO, COMPANY HAS NOT WITHDRAWN,
COMPLETELY OR PARTIALLY, FROM ANY MULTI-EMPLOYER PENSION PLAN SO AS TO INCUR
LIABILITY UNDER THE MULTIEMPLOYER PENSION PLAN AMENDMENTS ACT OF 1980.
THERE IS NO PENDING OR THREATENED LITIGATION, COURT ORDER, JUDGMENT, WRIT, SUIT,
ACTION OR PROCEEDING WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
ALL BALANCE SHEETS AND INCOME STATEMENTS WHICH HAVE BEEN DELIVERED TO LAURUS
FAIRLY, ACCURATELY AND PROPERLY STATE COMPANY'S FINANCIAL CONDITION ON A BASIS
CONSISTENT WITH THAT OF PREVIOUS FINANCIAL STATEMENTS AND EXCEPT AS REFLECTED