SHEET AND STATEMENTS OF
INCOME, RETAINED EARNINGS AND CASH FLOWS OF COMPANY AS AT THE END OF AND FOR
SUCH QUARTER AND FOR THE YEAR TO DATE PERIOD THEN ENDED, PREPARED, IF LAURUS SO
REQUESTS, ON A CONSOLIDATING AND CONSOLIDATED BASIS TO INCLUDE ALL SUBSIDIARIES
AND 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 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 DEFAULT OR EVENT OF
DEFAULT HEREUNDER NOT THERETOFORE REPORTED AND REMEDIED AND, IF SO, STATING IN
REASONABLE DETAIL THE FACTS WITH RESPECT THERETO;
(C)
WITHIN TWENTY (20) DAYS AFTER THE END OF EACH MONTH (OR MORE FREQUENTLY IF
LAURUS SO REQUESTS), AGINGS OF COMPANY'S ACCOUNTS, UNAUDITED TRIAL BALANCES AND
THEIR ACCOUNTS
10
payable and a calculation of Company's Accounts, Eligible Accounts, Eligible
Inventory and Inventory as at the end of such month or shorter time period; and
(D)
PROMPTLY AFTER (I) THE FILING THEREOF, COPIES OF COMPANY'S MOST RECENT
REGISTRATION STATEMENTS AND ANNUAL, QUARTERLY, MONTHLY OR OTHER REGULAR REPORTS
WHICH COMPANY FILES WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), AND
(II) THE ISSUANCE THEREOF, COPIES OF SUCH FINANCIAL STATEMENTS, REPORTS AND
PROXY STATEMENTS AS COMPANY SHALL SEND TO ITS STOCKHOLDERS.
12.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
COMPANY REPRESENTS AND
WARRANTS (EACH OF WHICH SUCH REPRESENTATIONS AND WARRANTIES 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:
(A)
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.
(B)
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.
(C)
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 EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND SIMILAR LAW
RELATING TO OR AFFECTING THE RIGHTS OR REMEDIES OF CREDITORS GENERALLY,
PRINCIPLES OF EQUITY AND THE QUALIFICATION OF THE AVAILABILITY OF THE REMEDIES
OF SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF, OR ANY OTHER EQUITABLE REMEDY, IS
SUBJECT TO THE DISCRETION OF THE COURT BEFORE WHICH A PROCEEDING THEREFORE MAY
BE BROUGHT AND APPLICATION OF THE GENERAL PRINCIPLES OF EQUITY. .
(D)
EXHIBIT 12(D) SETS FORTH COMPANY'S