AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT, NEITHER THE PARENT, THE BORROWER NOR ANY OF
THE SUBSIDIARIES (A) HAS FAILED TO COMPLY WITH ANY COMMUNICATIONS LAW OR TO
OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR OTHER APPROVAL REQUIRED
UNDER ANY COMMUNICATIONS LAW, (B) HAS BECOME SUBJECT TO ANY COMMUNICATIONS
LIABILITY, (C) HAS RECEIVED NOTICE OF ANY CLAIM WITH RESPECT TO ANY
COMMUNICATIONS LIABILITY OR (D) KNOWS OF ANY BASIS FOR ANY COMMUNICATIONS
LIABILITY.
SECTION 3.18
SENIOR INDEBTEDNESS.
THE OBLIGATIONS CONSTITUTE "SENIOR
INDEBTEDNESS" UNDER AND AS DEFINED IN THE SUBORDINATED DEBT DOCUMENTS AND SENIOR
UNSECURED DEBT DOCUMENTS, ENTITLED TO THE BENEFITS AND PROVISIONS PROVIDED FOR
THEREIN.
ARTICLE IV
CONDITIONS OF LENDING
SECTION 4.01
CLOSING DATE.
THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS, AND
OF THE LC ISSUERS TO ISSUE LETTERS OF CREDIT, HEREUNDER IS SUBJECT TO THE
CONDITION PRECEDENT THAT EACH OF THE FOLLOWING CONDITIONS SHALL HAVE BEEN
SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 9.02):
(A)
COUNTERPARTS OF AGREEMENT.
THE ADMINISTRATIVE AGENT (OR ITS
COUNSEL) SHALL HAVE RECEIVED FROM EACH PARTY HERETO EITHER (I) A COUNTERPART OF
THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE TELECOPY OR
ELECTRONIC TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT.
63
(B)
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FAVORABLE WRITTEN OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS AND DATED THE CLOSING DATE) OF EACH OF (I) SKADDEN, ARPS, SLATE, MEAGHER
& FLOM LLP, COUNSEL FOR THE LOAN PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT
B-1, (II) LEONARD A. STEINBERG, ESQ., COUNSEL TO THE LOAN PARTIES, SUBSTANTIALLY
IN THE FORM OF EXHIBIT B-2 AND (III) BIRCH, HORTON, BITTNER & CHEROT, ALASKAN
REGULATORY COUNSEL FOR THE LOAN PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT
B-3.
THE BORROWER HEREBY REQUESTS SUCH COUNSEL TO DELIVER SUCH OPINIONS.
(C)
CORPORATE DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUCH DOCUMENTS AND CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY
REASONABLY REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF
THE PARENT, THE BORROWER AND THE SUBSIDIARIES, THE AUTHORIZATION OF THE
TRANSACTIONS TO OCCUR ON THE CLOSING DATE AND ANY OTHER LEGAL MATTERS RELATING
TO THE PARENT, THE BORROWER AND THE SUBSIDIARIES, THE LOAN DOCUMENTS OR SUCH
TRANSACTIONS, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
OFFICER'S CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE, DATED THE CLOSING DATE AND SIGNED BY THE PRESIDENT, A
VICE PRESIDENT OR A FINANCIAL OFFICER OF THE BORROWER, CONFIRMING COMPLIANCE
WITH THE CONDITIONS SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 4.02.
(E)
FEES AND EXPENSES.
THE ARRANGERS SHALL HAVE RECEIVED ALL FEES AND
OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE CLOSING DATE IN CONNECTION WITH
THE TRANSACTIONS, INCLUDING, TO THE EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF
ALL OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE