(OR SUCH NOTICE SHALL HAVE BEEN DEEMED GIVEN
IN ACCORDANCE WITH SECTION 2.03).
(C)
NO DEFAULT.
BORROWER AND EACH OTHER LOAN PARTY SHALL BE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL THE TERMS AND PROVISIONS SET FORTH
HEREIN AND IN EACH OTHER LOAN DOCUMENT ON ITS PART TO BE OBSERVED OR PERFORMED,
AND, AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO THE CREDIT EXTENSION
AND THE APPLICATION OF THE PROCEEDS THEREOF, NO DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING ON SUCH DATE.
(D)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY COMPANY SET FORTH IN ARTICLE III OR IN ANY OTHER LOAN
DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE OF THE CREDIT EXTENSION WITH THE SAME EFFECT AS THOUGH MADE ON
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AND AS OF SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE (IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH
EARLIER DATE); PROVIDED THAT ANY REPRESENTATION AND WARRANTY THAT IS QUALIFIED
AS TO "MATERIALITY", "MATERIAL ADVERSE EFFECT" OR SIMILAR LANGUAGE SHALL BE TRUE
AND CORRECT (AFTER GIVING EFFECT TO ANY QUALIFICATION THEREIN) IN ALL RESPECTS
ON SUCH RESPECTIVE DATES.
(E)
NO LEGAL BAR.
NO ORDER OF ANY GOVERNMENTAL AUTHORITY SHALL
PURPORT TO RESTRAIN ANY LENDER FROM MAKING ANY LOANS TO BE MADE BY IT.
NO
INJUNCTION OR OTHER RESTRAINING ORDER SHALL HAVE BEEN ISSUED, SHALL BE PENDING
OR NOTICED WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING SEEKING TO ENJOIN OR
OTHERWISE PREVENT THE CONSUMMATION OF, OR TO RECOVER ANY DAMAGES OR OBTAIN
RELIEF AS A RESULT OF, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE
MAKING OF LOANS HEREUNDER.
THE ADMINISTRATIVE AGENT SHALL BE REASONABLY
SATISFIED THAT NO PROCEEDING IN RESPECT OF WHICH THERE IS A REASONABLE
LIKELIHOOD OF AN ADVERSE DETERMINATION SHALL BE PENDING OR THREATENED IN WRITING
WHICH MAY RESULT IN THE LOSS, REVOCATION, MODIFICATION, NONRENEWAL, SUSPENSION,
OR TERMINATION OF ANY MATERIAL COMMUNICATIONS LICENSE, THE ISSUANCE OF ANY CEASE
AND DESIST ORDER OR THE IMPOSITION OF ANY FINES, FORFEITURES OR OTHER
ADMINISTRATIVE ACTIONS BY THE FCC WITH RESPECT TO ANY OPERATIONS OF BORROWER AND
ITS SUBSIDIARIES.
THE ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED THAT
NO PROCEEDING SHALL BE PENDING OR THREATENED IN WRITING WHICH MAY RESULT IN THE
DENIAL BY THE FCC OF ANY PENDING MATERIAL APPLICATIONS OF BORROWER OR ANY
SUBSIDIARY THEREOF, IF SUCH DENIAL COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
Each of the delivery of a Borrowing Request and the acceptance by Borrower of
the proceeds of the Credit Extension shall constitute a representation and
warranty by Borrower and each other Company that on the date of the Credit
Extension (both immediately before and after giving effect to the Credit
Extension and the application of the proceeds thereof) the conditions contained
in Section 4.01 (in the case of the initial Credit Extension)