OPERATION
OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT
TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(VI)
A FAVORABLE OPINION OF WILMER, CUTLER, PICKERING, HALE AND DORR,
LLP, AND OTHER COUNSEL OR SPECIAL COUNSEL TO THE BORROWERS, AS APPLICABLE,
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(VII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH BORROWER EITHER
(A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH BORROWER AND THE
VALIDITY AGAINST SUCH BORROWER OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND
SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND EFFECT, OR
(B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO REQUIRED;
(VIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWERS
CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND (B) HAVE
BEEN SATISFIED, AND (B) THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE THE
DATE OF THE AUDITED FINANCIAL STATEMENTS THAT HAS HAD OR WOULD BE REASONABLY
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT;
(IX)
(A) THE AUDITED FINANCIAL STATEMENTS AND (B) PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWERS (BASED UPON THE ANNUAL
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING APRIL 30, 2009) GIVING EFFECT TO
ALL INDEBTEDNESS OF BORROWERS INCURRED ON THE CLOSING DATE (INCLUDING
INDEBTEDNESS UNDER THE SECOND LIEN NOTES), AND
66
FORECASTS PREPARED BY MANAGEMENT OF THE BORROWERS OF BALANCE SHEETS, INCOME
STATEMENTS AND CASH FLOW STATEMENTS ON A QUARTERLY BASIS FOR THE TWELVE (12)
MONTHS FOLLOWING THE CLOSING DATE AND ON AN ANNUAL BASIS FOR EACH YEAR
THEREAFTER THROUGH THE MATURITY DATE, EACH IN FORM SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE LENDERS;
(X)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT, TOGETHER WITH INSURANCE
BINDERS OR OTHER SATISFACTORY CERTIFICATES OF INSURANCE NAMING THE
ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, AS AN ADDITIONAL INSURED OR LOSS
PAYEE, AS THE CASE MAY BE, UNDER ALL INSURANCE POLICIES MAINTAINED WITH RESPECT
TO THE LIABILITIES, ASSETS AND PROPERTIES OF THE BORROWERS;
(XI)
SATISFACTORY EVIDENCE OF THE PAYMENT OF CERTAIN INDEBTEDNESS
UNDER THE EXISTING CREDIT AGREEMENT IN ACCORDANCE WITH SECTION 10.16 HEREIN;
(XII)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR
OPINIONS AS THE ADMINISTRATIVE AGENT, THE L/C ISSUER, THE SWING LINE LENDER OR
THE REQUIRED LENDERS REASONABLY MAY REQUIRE;
(XIII)
A COMPLETED AND FULLY-EXECUTED PERFECTION CERTIFICATE IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT K FOR EACH OF THE BORROWERS,
THE RESULTS OF UCC SEARCHES (AND THE EQUIVALENT THEREOF IN ALL APPLICABLE
FOREIGN JURISDICTIONS) WITH RESPECT TO THE COLLATERAL, INDICATING NO LIENS OTHER
THAN PERMITTED LIENS AND OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT; AND COPIES OF DULY FILED UCC-1 FORMS FOR EACH OF THE
BORROWERS IN