DELETIONS, TOGETHER WITH
(X) COPIES OF THE CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS OF EACH CREDIT PARTY AND (Y) THE RESOLUTIONS OF EACH CREDIT PARTY
REFERRED TO IN SUCH CERTIFICATE AND ALL OF THE FOREGOING (INCLUDING EACH SUCH
ORGANIZATIONAL DOCUMENT) SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND (Z) A STATEMENT THAT ALL OF THE APPLICABLE CONDITIONS SET FORTH IN
SECTION 4.02(B) HAVE BEEN SATISFIED AS OF SUCH DATE.
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(D)
FEES.
THE BORROWERS SHALL HAVE PAID TO THE ARRANGER, THE
ADMINISTRATIVE AGENT AND THE LENDERS ALL FEES AND EXPENSES AGREED UPON TO BE
PAID ON OR PRIOR TO THE CLOSING DATE (FOR WHICH, IN THE CASE OF LEGAL FEES AND
EXPENSES, THE BORROWERS SHALL HAVE RECEIVED IN ADVANCE A WRITTEN INVOICE IN
REASONABLE DETAIL).
(E)
PATRIOT ACT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL
DOCUMENTATION AND OTHER INFORMATION REQUIRED BY BANK REGULATORY AUTHORITIES
UNDER APPLICABLE "KNOW-YOUR-CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND
REGULATIONS, INCLUDING THE PATRIOT ACT.
(F)
INSURANCE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE
REASONABLY SATISFACTORY TO IT THAT ALL INSURANCE POLICIES REQUIRED TO BE
MAINTAINED PURSUANT TO SECTION 6.03 ARE IN FULL FORCE AND EFFECT, INCLUDING, BUT
NOT LIMITED TO, NAMING THE COLLATERAL AGENT AS ADDITIONAL INSURED (IN THE CASE
OF LIABILITY INSURANCE) OR LOSS PAYEE OR MORTGAGEE, AS ITS INTEREST MAY APPEAR
(IN THE CASE OF HAZARD INSURANCE).
(G)
BUDGET.
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL HAVE
RECEIVED AND BEEN REASONABLY SATISFIED WITH THE BUDGET (THE "BUDGET"), IN THE
FORM OF EXHIBIT L, WHICH SHALL SET FORTH IN REASONABLE DETAIL RECEIPTS AND
DISBURSEMENTS OF THE DEBTORS ON A WEEKLY BASIS FOR THE 13-WEEK PERIOD FOLLOWING
THE PETITION DATE.
(H)
PLAN SUPPORT AGREEMENT.
THE ADMINISTRATIVE AGENT AND THE LENDERS
SHALL HAVE RECEIVED THE PLAN SUPPORT AGREEMENT (AS MODIFIED, AMENDED, RESTATED
AND/OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE
"PLAN SUPPORT AGREEMENT") DULY EXECUTED AND DELIVERED BY FAIRPOINT AND THE OTHER
DEBTORS, WHICH PLAN SUPPORT AGREEMENT SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE "CONSENTING LENDERS" PARTY THERETO.
(I)
PROCEEDINGS.
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE
EXECUTION OF THIS AGREEMENT, ALL OTHER CREDIT DOCUMENTS AND ALL DOCUMENTS AND
PAPERS RELATED THERETO AND APPROVAL THEREOF BY THE BANKRUPTCY COURT (INCLUDING,
WITHOUT LIMITATION, THE NATURE, SCOPE AND EXTENT OF NOTICES TO INTERESTED
PARTIES WITH RESPECT TO ALL HEARINGS RELATED HERETO AND THERETO) SHALL BE
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE ADMINISTRATIVE AGENT
AND THE LENDERS.
(J)
FIRST DAY ORDERS.
ALL "FIRST DAY ORDERS" OR OTHER ORDERS ENTERED
OR TO BE ENTERED AT THE TIME OF THE PETITION DATE SHALL BE REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT AND THE LENDERS
IN ALL RESPECTS.
(K)
INTERIM ORDER.
THE INTERIM ORDER SHALL HAVE BEEN ENTERED BY THE
BANKRUPTCY COURT, WITHIN SEVEN (7) BUSINESS DAYS OF THE FILING DATE (BUT IN ANY
EVENT NOT LATER THAN THE CLOSING DATE), WHICH INTERIM ORDER SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE