SUCCEEDING 12-MONTH PERIOD BASED UPON THE BUDGETS DELIVERED
PURSUANT TO SUBSECTION 4.4(D) AND OTHER REASONABLE AND GOOD FAITH ASSUMPTIONS,
WHICH SHALL BE SET FORTH IN SUCH CERTIFICATION, AS TO TRANSACTIONS CONTEMPLATED
DURING SUCH 12-MONTH PERIOD.
(4)
CERTIFICATES OF GOOD STANDING.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED CERTIFICATES AS OF A RECENT DATE OF THE
GOOD STANDING OF BORROWER UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION AND
SUCH OTHER JURISDICTIONS AS ARE REQUESTED BY ADMINISTRATIVE AGENT.
(5)
OPINION OF COUNSEL.
ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A FAVORABLE OPINION OF COUNSEL TO BORROWER ADDRESSED TO
ADMINISTRATIVE AGENT WITH RESPECT TO BORROWER AND THE LOAN DOCUMENTS REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT.
(C)
CONSENTS.
(1)
GOVERNMENTAL AND THIRD PARTY APPROVALS.
BORROWER SHALL HAVE DELIVERED TO ADMINISTRATIVE AGENT ALL NECESSARY MATERIAL
APPROVALS, AUTHORIZATIONS AND CONSENTS, IF ANY, OF ALL PERSONS, GOVERNMENTAL
AUTHORITIES, INCLUDING THE FCC AND ALL APPLICABLE PUCS, AND
42
COURTS HAVING JURISDICTION WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ALL SUCH APPROVALS SHALL BE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT.
(2)
NO INJUNCTION, ETC.
NO ACTION, PROCEEDING,
INVESTIGATION, REGULATION OR LEGISLATION SHALL HAVE BEEN INSTITUTED, THREATENED
OR PROPOSED BEFORE, NOR ANY ADVERSE RULING RECEIVED FROM, ANY GOVERNMENTAL
AUTHORITY TO ENJOIN, RESTRAIN OR PROHIBIT, OR TO OBTAIN SUBSTANTIAL DAMAGES IN
RESPECT OF, OR WHICH IS RELATED TO OR ARISES OUT OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, OR WHICH, AS DETERMINED BY ADMINISTRATIVE AGENT IN ITS REASONABLE
DISCRETION, IS REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
(D)
FEES, EXPENSES, TAXES, ETC.
THERE SHALL HAVE
BEEN PAID BY BORROWER TO ADMINISTRATIVE AGENT THE FEES SET FORTH OR REFERENCED
IN SUBSECTION 1.4 AND ANY OTHER ACCRUED AND UNPAID FEES OR COMMISSIONS DUE
HEREUNDER (INCLUDING LEGAL FEES AND EXPENSES), AND TO ANY OTHER PERSON SUCH
AMOUNT AS MAY BE DUE THERETO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, INCLUDING ALL TAXES, FEES AND OTHER CHARGES IN CONNECTION WITH THE
EXECUTION, DELIVERY, RECORDING, FILING AND REGISTRATION OF ANY OF THE LOAN
DOCUMENTS.
(E)
MISCELLANEOUS.
(1)
PROCEEDINGS AND DOCUMENTS. ALL OPINIONS,
CERTIFICATES AND OTHER INSTRUMENTS AND ALL PROCEEDINGS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE REASONABLY SATISFACTORY IN
FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT.
ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COPIES OF ALL OTHER INSTRUMENTS AND OTHER EVIDENCE AS ADMINISTRATIVE
AGENT OR ANY LENDER MAY REQUEST, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO ADMINISTRATIVE AGENT AND LENDERS, WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE TAKING OF ALL ACTIONS IN CONNECTION
THEREWITH.
(2)
LITIGATION, INVESTIGATIONS, AUDITS, ETC.
THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING AGAINST, OR, TO
THE KNOWLEDGE OF BORROWER AFTER DUE INQUIRY, THREATENED AGAINST OR IN ANY OTHER
MANNER RELATING ADVERSELY TO, BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF
THEIR RESPECTIVE PROPERTIES, INCLUDING THE LICENSES, IN ANY COURT OR BEFORE ANY
ARBITRATOR OF ANY KIND OR BEFORE