THE PROCEEDS OF
SUCH LOANS PURSUANT TO THE INSTRUCTIONS OF THE LOAN PARTIES, (C) THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED IN THE LOAN DOCUMENTS AND (D) THE
PAYMENT AND ACCRUAL OF ALL TRANSACTION COSTS IN CONNECTION WITH THE FOREGOING,
THE LOAN PARTIES INDIVIDUALLY AND TAKEN AS A WHOLE ARE SOLVENT.
SECTION 5.23
RESERVED.
SECTION 5.24
NO RESTRICTED PAYMENTS.
OTHER THAN AS SET FORTH ON
SCHEDULE 5.24 HERETO, SINCE DECEMBER 31, 2006, NO LOAN PARTY HAS DIRECTLY OR
INDIRECTLY DECLARED, ORDERED, PAID OR MADE, OR SET APART ANY SUM OR PROPERTY
FOR, ANY RESTRICTED PAYMENT OR AGREED TO DO SO EXCEPT AS WOULD BE PERMITTED
PURSUANT TO SECTION 7.06.
SECTION 5.25
MATERIAL CONTRACTS.
SCHEDULE 5.25 CONTAINS A TRUE,
CORRECT AND COMPLETE LIST OF ALL MATERIAL CONTRACTS IN EFFECT AS OF THE CLOSING
DATE, AND EXCEPT AS DESCRIBED THEREON, ALL SUCH MATERIAL CONTRACTS ARE IN FULL
FORCE AND EFFECT AND NO MATERIAL BREACHES, OR DEFAULTS OR EVENTS OF DEFAULT ON
THE PART OF THE LOAN PARTIES, OR TO THE KNOWLEDGE OF THE LOAN PARTIES, ON THE
PART OF THE OTHER PARTIES THERETO, CURRENTLY EXIST THEREUNDER.
SECTION 5.26
RESERVED.
SECTION 5.27
PATRIOT ACT.
TO THE EXTENT APPLICABLE, EACH LOAN
PARTY IS IN COMPLIANCE WITH THE (I) TRADING WITH THE ENEMY ACT, AND EACH OF THE
FOREIGN ASSETS CONTROL REGULATIONS OF THE UNTIED STATES TREASURY DEPARTMENT (31
CFR, SUBTITLE B, CHAPTER V) AND ANY OTHER ENABLING LEGISLATION OR EXECUTIVE
ORDER RELATING THERETO, AND (II) UNITING AND STRENGTHENING AMERICA BY PROVIDING
APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT
OF 2001) (THE "PATRIOT ACT").
NO PART OF THE PROCEEDS OF THE LOANS WILL BE
USED, DIRECTLY OR INDIRECTLY, FOR ANY PAYMENTS TO ANY GOVERNMENTAL OFFICIAL OR
EMPLOYEE, POLITICAL PARTY, OFFICIAL OF A POLITICAL PARTY, CANDIDATE FOR
POLITICAL OFFICE, OR ANYONE ELSE ACTING IN AN OFFICIAL CAPACITY, IN ORDER TO
OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY IMPROPER ADVANTAGE, IN VIOLATION
OF THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT OF 1977.
SECTION 5.28
LICENSING.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 5.28 OR AS WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EACH OF THE LOAN PARTIES AND THEIR
DOMESTIC SUBSIDIARIES HAS, TO THE EXTENT APPLICABLE:
(I) OBTAINED (OR BEEN DULY
ASSIGNED) ALL REQUIRED GOVERNMENTAL APPROVALS FOR THE ACQUISITION, CONSTRUCTION,
EXPANSION OF, INVESTMENT IN OR OPERATION OF ITS BUSINESSES AND FACILITIES AS
CURRENTLY OPERATED; AND (II) OBTAINED AND MAINTAINS IN GOOD STANDING ALL
REQUIRED GOVERNMENTAL APPROVALS, INCLUDING ALL FCC LICENSES.
NO EVENT HAS
OCCURRED OR OTHER FACT EXISTS WITH RESPECT TO THE GOVERNMENTAL APPROVALS THAT
ALLOWS, OR AFTER NOTICE OR LAPSE OF TIME OR BOTH, WOULD ALLOW, REVOCATION,
SUSPENSION, RESTRICTION, LIMITATION OR TERMINATION OF ANY OF THE GOVERNMENTAL
APPROVALS, IN EACH CASE, SO AS TO BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
NO NOTICE FROM ANY GOVERNMENTAL AUTHORITY IN RESPECT TO THE
REVOCATION, SUSPENSION, RESTRICTION, LIMITATION OR TERMINATION OF ANY
GOVERNMENTAL APPROVAL HAS BEEN DELIVERED, ISSUED, PROPOSED OR, TO THE KNOWLEDGE
OF ANY LOAN PARTY,
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