DEFAULT EXISTS, (Y) ALL
REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY SET FORTH IN THE LOAN
DOCUMENTS ARE TRUE AND CORRECT AND (Z) SINCE THE DATE OF THE FINANCIAL
STATEMENTS OF THE BORROWER DESCRIBED IN SECTION 4.4, THERE SHALL HAVE BEEN NO
CHANGE WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(X)
A DULY EXECUTED NOTICE OF BORROWING;
(XI)
A DULY EXECUTED FUNDS DISBURSEMENT AGREEMENT, TOGETHER WITH A
REPORT SETTING FORTH THE SOURCES AND USES OF THE PROCEEDS OF THE LOANS TO BE
DISBURSED ON THE CLOSING DATE;
(XII)
CERTIFIED COPIES OF ALL CONSENTS, APPROVALS, AUTHORIZATIONS,
REGISTRATIONS AND FILINGS AND ORDERS REQUIRED OR ADVISABLE TO BE MADE OR
OBTAINED UNDER ANY REQUIREMENT OF LAW, OR BY ANY CONTRACTUAL OBLIGATION OF EACH
LOAN PARTY, IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY
AND ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREBY, AND SUCH CONSENTS, APPROVALS, AUTHORIZATIONS, REGISTRATIONS, FILINGS
AND ORDERS SHALL BE IN FULL FORCE AND EFFECT AND ALL APPLICABLE WAITING PERIODS
SHALL HAVE EXPIRED, AND NO INVESTIGATION OR INQUIRY BY ANY GOVERNMENTAL
AUTHORITY REGARDING THE CREDIT FACILITY OR ANY TRANSACTION BEING FINANCED WITH
THE PROCEEDS THEREOF SHALL BE ONGOING;
(XIII)
RESERVED;
49
(XIV)
A PERFECTION CERTIFICATE (AS DEFINED IN THE SECURITY AGREEMENT)
WITH RESPECT TO THE LOAN PARTIES DATED THE CLOSING DATE AND DULY EXECUTED BY A
RESPONSIBLE OFFICER OF THE BORROWER, AND THE RESULTS OF A SEARCH OF THE UNIFORM
COMMERCIAL CODE FILINGS (OR EQUIVALENT FILINGS) MADE WITH RESPECT TO THE LOAN
PARTIES IN THE STATES (OR OTHER JURISDICTIONS) OF FORMATION OF SUCH PERSONS, AND
IN THE CASE OF THE PERFECTION CERTIFICATE, IN WHICH THE CHIEF EXECUTIVE OFFICE
OF EACH SUCH PERSON IS LOCATED AND IN THE OTHER JURISDICTIONS IN WHICH SUCH
PERSONS MAINTAIN PROPERTY, IN EACH CASE AS INDICATED ON SUCH PERFECTION
CERTIFICATE, TOGETHER WITH COPIES OF THE FINANCING STATEMENTS (OR SIMILAR
DOCUMENTS) DISCLOSED BY SUCH SEARCH, AND ACCOMPANIED BY EVIDENCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT THAT THE LIENS INDICATED IN ANY SUCH FINANCING
STATEMENT (OR SIMILAR DOCUMENT) WOULD BE PERMITTED BY SECTION 7.2 OR HAVE BEEN
OR WILL BE CONTEMPORANEOUSLY RELEASED OR TERMINATED;
(XV)
COPIES OF (A) THE INTERNALLY PREPARED QUARTERLY FINANCIAL
STATEMENTS OF BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS FOR THE
FISCAL QUARTER ENDING ON JUNE 30, 2007, AND (B) THE AUDITED CONSOLIDATED
FINANCIAL STATEMENTS FOR BORROWER AND ITS SUBSIDIARIES FOR THE FISCAL YEARS
ENDING MARCH 31, 2005, MARCH 31, 2006 AND MARCH 31, 2007;
(XVI)
A DULY COMPLETED AND EXECUTED COMPLIANCE CERTIFICATE OF THE
INCLUDING PRO FORMA CALCULATIONS OF THE FINANCIAL COVENANTS SET FORTH IN ARTICLE
6 HEREOF AS OF JUNE 30, 2007;
(XVII)
CERTIFIED COPIES OF ALL AGREEMENTS, INDENTURES OR NOTES GOVERNING
THE TERMS OF ANY MATERIAL INDEBTEDNESS AND ALL OTHER MATERIAL AGREEMENTS,
DOCUMENTS AND INSTRUMENTS TO WHICH ANY LOAN PARTY OR ANY OF ITS ASSETS ARE
BOUND; AND
(XVIII)
A COPY OF, OR A CERTIFICATE AS TO COVERAGE UNDER, THE INSURANCE
POLICIES REQUIRED BY THE APPLICABLE PROVISIONS OF THE SECURITY