RESPECT THERETO;
(C)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN THIRTY-ONE (31) DAYS AFTER THE END OF EACH CALENDAR MONTH, AN
UNAUDITED/INTERNAL CONSOLIDATED AND CONSOLIDATING BALANCE SHEET AND STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS (PROVIDED THAT NOTWITHSTANDING THE
FOREGOING, ALL STATEMENTS OF RETAINED EARNINGS AND CASH FLOWS SHALL ONLY BE
REQUIRED TO BE PREPARED ON A CONSOLIDATED (NOT A CONSOLIDATING) BASIS) OF EACH
OF THE PARENT AND ITS SUBSIDIARIES AS AT THE END OF AND FOR SUCH MONTH AND FOR
THE YEAR TO DATE PERIOD THEN ENDED, PREPARED ON A CONSOLIDATED BASIS TO INCLUDE
THE PARENT, EACH SUBSIDIARY OF THE PARENT 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 YEAR-END ADJUSTMENTS AND ACCOMPANIED BY A
CERTIFICATE OF THE PARENT'S PRESIDENT, CHIEF EXECUTIVE OFFICER OR CHIEF
ACCOUNTING 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 DEFAULT
OR EVENT OF DEFAULT HEREUNDER NOT THERETOFORE REPORTED AND REMEDIED AND, IF SO,
STATING IN REASONABLE DETAIL THE FACTS WITH RESPECT THERETO;
(D)
WITHIN TWENTY (20) DAYS AFTER THE END OF
EACH MONTH (OR MORE FREQUENTLY IF LAURUS SO REQUESTS), AGINGS OF EACH COMPANY'S
ACCOUNTS, UNAUDITED TRIAL BALANCES AND THEIR ACCOUNTS PAYABLE AND A CALCULATION
OF EACH COMPANY'S ACCOUNTS, ELIGIBLE ACCOUNTS, PROVIDED, HOWEVER, THAT IF LAURUS
SHALL REQUEST THE FOREGOING INFORMATION MORE OFTEN THAN AS SET FORTH IN THE
IMMEDIATELY PRECEDING CLAUSE, EACH COMPANY SHALL HAVE TWENTY (20) DAYS FROM EACH
SUCH REQUEST TO COMPLY WITH LAURUS' DEMAND;
(E)
PROMPTLY AFTER (I) THE FILING THEREOF,
COPIES OF THE PARENT'S MOST RECENT REGISTRATION STATEMENTS AND ANNUAL,
QUARTERLY, MONTHLY OR OTHER REGULAR REPORTS WHICH THE PARENT FILES WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), AND (II) THE ISSUANCE THEREOF,
COPIES OF SUCH FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS AS THE PARENT
SHALL SEND TO ITS STOCKHOLDERS.
12
(F)
THE PARENT SHALL DELIVER, OR CAUSE THE
APPLICABLE SUBSIDIARY OF THE PARENT TO DELIVER, SUCH OTHER INFORMATION AS THE
PURCHASER SHALL REASONABLY REQUEST.
12.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH COMPANY HEREBY REPRESENTS AND WARRANTS TO LAURUS AS FOLLOWS:
(A)
ORGANIZATION, GOOD STANDING AND
QUALIFICATION.
IT AND EACH OF ITS SUBSIDIARIES IS A CORPORATION, PARTNERSHIP OR
LIMITED LIABILITY COMPANY, AS THE CASE MAY BE, DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION.
IT AND
EACH OF ITS SUBSIDIARIES HAS THE CORPORATE, LIMITED LIABILITY COMPANY OR
PARTNERSHIP, AS THE
CASE MAY BE, POWER AND AUTHORITY TO OWN AND OPERATE ITS
PROPERTIES AND ASSETS AND, INSOFAR AS IT IS OR SHALL BE A PARTY THERETO, TO
(I) EXECUTE AND DELIVER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, (II) TO
ISSUE THE NOTES AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE
NOTES (THE "NOTE SHARES"), (III)