AND ANY PREVIOUS NAMES, AS DEBTORS,
TOGETHER WITH (I) COPIES OF SUCH FINANCING STATEMENTS, (II) PAYOFF LETTERS
EVIDENCING REPAYMENT IN FULL OF ALL EXISTING INDEBTEDNESS TO BE REPAID WITH THE
LOANS, THE TERMINATION OF ALL AGREEMENTS RELATING THERETO AND THE RELEASE OF ALL
LIENS GRANTED IN CONNECTION THEREWITH, WITH UCC OR OTHER APPROPRIATE TERMINATION
STATEMENTS AND DOCUMENTS EFFECTIVE TO EVIDENCE THE FOREGOING (OTHER THAN
PERMITTED LIENS), AND (III) SUCH OTHER UCC TERMINATION STATEMENTS AS THE BANK
MAY REASONABLY REQUEST.
(D)
SECRETARY'S CERTIFICATE.
CERTIFIED COPIES
OF (I) THE ORGANIZATIONAL DOCUMENTS OF THE BORROWER, (II) GOOD STANDING
CERTIFICATES IN THE STATE OF ORGANIZATION OF THE BORROWER AND IN EACH OTHER
STATE REQUESTED BY THE BANK, (III) RESOLUTIONS OF THE OF THE BORROWER APPROVING
AND AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS
AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND (IV) SIGNATURE AND INCUMBENCY
CERTIFICATES OF THE AUTHORIZED SIGNERS FOR THE BORROWER EXECUTING ANY OF THE
LOAN DOCUMENTS, IT BEING UNDERSTOOD THAT THE BANK MAY CONCLUSIVELY RELY ON EACH
SUCH CERTIFICATE UNTIL FORMALLY ADVISED BY A LIKE CERTIFICATE OF ANY CHANGES
THEREIN), ALL CERTIFIED BY ITS SECRETARY OR AN ASSISTANT SECRETARY (OR SIMILAR
OFFICER) AS BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION.
(E)
INSURANCE.
STANDARD CERTIFICATES OF
INSURANCE WHICH INCLUDE THE DOLLAR AMOUNT OF THE COVERAGE ON THE ITEMS LOCATED
AT EACH OF BORROWER'S LOCATIONS.
19
(F)
FINANCIAL STATEMENTS.
AUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE BORROWER AND ITS SUBSIDIARIES FOR THE
FISCAL YEARS ENDING JUNE 30, 2008, JUNE 30, 2007; AND JUNE 30, 2006; PROJECTED
INCOME STATEMENTS, BALANCE SHEETS AND CASH FLOW STATEMENTS OF THE BORROWER AND
ITS SUBSIDIARIES PREPARED BY THE BORROWER.
(G)
ADDITIONAL DOCUMENTS.
SUCH OTHER
CERTIFICATES, FINANCIAL STATEMENTS, SCHEDULES, RESOLUTIONS, OPINIONS OF COUNSEL,
NOTES AND OTHER DOCUMENTS WHICH ARE PROVIDED FOR HEREUNDER OR WHICH THE BANK
SHALL REQUIRE.
4.2
EVENT OF DEFAULT.
ANY EVENT OF DEFAULT OR
UNMATURED EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR THE BORROWER
SHALL NOT OTHERWISE BE IN FULL COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
4.3
BANKING RELATIONSHIP.
THE BORROWER SHALL
HAVE FAILED TO ESTABLISH AND MAINTAIN THE BANK AS ITS PRIMARY BANK OF ACCOUNT
AND DEPOSITORY FOR ALL FINANCIAL SERVICES, INCLUDING ALL RECEIPTS,
DISBURSEMENTS, CASH MANAGEMENT AND RELATED SERVICES WITHIN 90 DAYS FROM THE DATE
OF THIS AGREEMENT.
4.4
REIMBURSEMENT OF EXPENSES.
THE BORROWER
SHALL HAVE FAILED TO REIMBURSE THE BANK FOR ALL EXPENSES FOR WHICH IT HAS AGREED
TO REIMBURSE THE BANK PURSUANT TO SECTION 11.17 HERETO FOR WHICH INVOICES HAVE
BEEN PRESENTED TO THE BORROWER.
4.5
MATERIAL ADVERSE EFFECT.
THE OCCURRENCE OF
ANY EVENT HAVING A MATERIAL ADVERSE EFFECT UPON THE BORROWER.
4.6
LITIGATION.
ANY LITIGATION OR GOVERNMENTAL
PROCEEDING SHALL HAVE BEEN INSTITUTED AGAINST THE BORROWER OR ANY OF ITS
OFFICERS OR SHAREHOLDERS HAVING A MATERIALLY ADVERSE EFFECT UPON THE BORROWER.
4.7
REPRESENTATIONS AND WARRANTIES.
ANY
REPRESENTATION OR WARRANTY OF THE BORROWER CONTAINED HEREIN OR IN ANY LOAN
DOCUMENT SHALL BE UNTRUE OR INCORRECT IN ANY MATERIAL RESPECT AS OF THE DATE OF
ANY