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; AND
(C)
WITHIN TWENTY (20) DAYS AFTER THE END OF EACH MONTH (OR UPON THE
OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT MORE FREQUENTLY IF LAURUS SO
REQUESTS), AGINGS OF THE COMPANY'S AND GUARANTOR SUBSIDIARY'S ACCOUNTS,
UNAUDITED TRIAL BALANCES AND THEIR ACCOUNTS PAYABLE AND A CALCULATION OF THE
COMPANY'S AND GUARANTOR SUBSIDIARY'S ACCOUNTS, ELIGIBLE ACCOUNTS AND INVENTORY
AS AT THE END OF SUCH MONTH
(D)
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
11
Company files with the Securities and Exchange Commission, and (ii) the issuance
thereof, copies of such financial statements, reports and proxy statements as
the Company shall send to its stockholders.
12.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH OF THE COMPANY AND THE
SUBSIDIARY GUARANTOR JOINTLY AND SEVERALLY REPRESENTS AND WARRANTS (EACH OF
WHICH SUCH REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED REPEATED UPON THE
MAKING OF A REQUEST FOR A REVOLVING CREDIT ADVANCE AND MADE AS OF THE TIME OF
EACH REVOLVING CREDIT ADVANCE MADE HEREUNDER), AS APPLICABLE, AS FOLLOWS:
(A)
EACH OF THE COMPANY AND THE SUBSIDIARY GUARANTOR 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 THE COMPANY'S OR THE SUBSIDIARY GUARANTOR'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 THE COMPANY'S NOR THE SUBSIDIARY GUARANTOR'S CERTIFICATE OF
INCORPORATION, BY-LAWS OR OF ANY INDENTURE, AGREEMENT OR UNDERTAKING TO WHICH
THE COMPANY OR THE SUBSIDIARY GUARANTOR IS A PARTY OR BY WHICH THE COMPANY OR
THE SUBSIDIARY GUARANTOR IS BOUND AND (III) ARE WITHIN THE COMPANY'S AND THE
SUBSIDIARY GUARANTOR'S CORPORATE POWERS.
(C)
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS EXECUTED AND DELIVERED BY THE
COMPANY AND THE SUBSIDIARY GUARANTOR ARE THE COMPANY'S AND THE SUBSIDIARY
GUARANTOR'S LEGAL, VALID AND BINDING OBLIGATIONS, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS.
(D)
EXHIBIT 12(D) SETS FORTH BOTH THE COMPANY'S NAME AND THE SUBSIDIARY
GUARANTOR'S NAME AS IT APPEARS IN OFFICIAL FILING IN THE STATE OF ITS
INCORPORATION, THE TYPE OF ENTITY OF EACH, THE ORGANIZATIONAL IDENTIFICATION
NUMBER ISSUED BY THE COMPANY'S AND THE THE SUBSIDIARY GUARANTOR'S STATE OF
INCORPORATION OR A STATEMENT THAT NO SUCH NUMBER HAS BEEN ISSUED, THE COMPANY'S
AND THE SUBSIDIARY GUARANTOR'S STATE OF INCORPORATION, AND THE LOCATION OF THE
COMPANY'S THE SUBSIDIARY GUARANTOR'S CHIEF EXECUTIVE OFFICE, CORPORATE OFFICES,
WAREHOUSES, OTHER LOCATIONS OF COLLATERAL AND LOCATIONS WHERE RECORDS WITH
RESPECT TO COLLATERAL ARE