AUTHORITY WHICH
COULD IN ANY MANNER THREATEN OR ADVERSELY AFFECT THE VALIDITY OF ANY LICENSE.
(C)
ALL OF THE MATERIAL PROPERTIES, EQUIPMENT AND
SYSTEMS OWNED, LEASED OR MANAGED BY THE LOAN PARTIES OR THEIR RESPECTIVE
SUBSIDIARIES ARE, AND (TO THE BEST KNOWLEDGE OF THE LOAN PARTIES AND THEIR
SUBSIDIARIES) ALL SUCH PROPERTY, EQUIPMENT AND SYSTEMS TO BE ACQUIRED OR ADDED
IN CONNECTION WITH ANY CONTEMPLATED SYSTEM EXPANSION OR CONSTRUCTION WILL BE, IN
GOOD REPAIR, WORKING ORDER AND CONDITION (REASONABLE WEAR AND TEAR EXCEPTED) AND
ARE AND WILL BE IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THE LICENSES AND
ALL STANDARDS OR RULES IMPOSED BY ANY GOVERNMENTAL AUTHORITY OR AS IMPOSED UNDER
ANY AGREEMENTS WITH TELECOMMUNICATIONS COMPANIES AND CUSTOMERS.
(D)
EACH OF THE LOAN PARTIES AND THEIR RESPECTIVE
SUBSIDIARIES HAS MADE ALL MATERIAL FILINGS WHICH ARE REQUIRED TO BE FILED BY IT,
PAID ALL MATERIAL FRANCHISE, LICENSE OR OTHER FEES AND CHARGES RELATED TO THE
LICENSES OR WHICH HAVE BECOME DUE PURSUANT TO ANY GOVERNMENTAL APPROVAL IN
RESPECT OF ITS BUSINESS AND HAS MADE APPROPRIATE PROVISION AS IS REQUIRED BY
GAAP FOR ANY SUCH FEES AND CHARGES WHICH HAVE ACCRUED.
5.14
PERFECTION.
THE PLEDGE AND SECURITY AGREEMENT IS
EFFECTIVE TO CREATE IN FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
SECURED PARTIES, A LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST IN AND LIEN ON
THE COLLATERAL COVERED THEREBY (THE "SECURITY AGREEMENT COLLATERAL") AND, WHEN
(A) FINANCING STATEMENTS AND OTHER FILINGS IN APPROPRIATE FORM ARE FILED IN THE
APPROPRIATE OFFICES AND (B) UPON THE TAKING OF POSSESSION OR CONTROL BY
ADMINISTRATIVE AGENT OF THE SECURITY AGREEMENT COLLATERAL WITH RESPECT TO WHICH
A SECURITY INTEREST MAY BE PERFECTED ONLY BY POSSESSION OR CONTROL (WHICH
POSSESSION OR CONTROL SHALL BE GIVEN TO ADMINISTRATIVE AGENT TO THE EXTENT
POSSESSION OR CONTROL BY ADMINISTRATIVE AGENT IS REQUIRED BY EACH SECURITY
DOCUMENT), THE LIEN CREATED BY THE PLEDGE AND SECURITY AGREEMENT SHALL
CONSTITUTE A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT, TITLE
AND INTEREST OF THE GRANTORS THEREUNDER IN THE SECURITY AGREEMENT COLLATERAL
(OTHER THAN SUCH SECURITY AGREEMENT COLLATERAL IN WHICH A SECURITY INTEREST
CANNOT BE PERFECTED UNDER THE UCC AS IN EFFECT AT THE RELEVANT TIME IN THE
RELEVANT JURISDICTION OR AS TO WHICH THE STEPS TO EFFECT SUCH PERFECTION ARE NOT
REQUIRED TO BE TAKEN UNDER THE PLEDGE AND SECURITY AGREEMENT), IN EACH CASE
SUBJECT TO NO LIENS OTHER THAN LIENS PERMITTED HEREUNDER.
5.15
SOLVENCY.
EACH OF THE LOAN PARTIES AND THEIR
RESPECTIVE SUBSIDIARIES:
(A) OWNS AND WILL OWN ASSETS THE PRESENT FAIR SALEABLE
VALUE OF WHICH ARE (I) GREATER THAN THE TOTAL AMOUNT OF LIABILITIES (INCLUDING
CONTINGENT LIABILITIES) OF THE LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES,
AND (II) GREATER THAN THE AMOUNT THAT WILL BE REQUIRED TO PAY THE PROBABLE
LIABILITIES OF ITS THEN EXISTING DEBTS AND LIABILITIES AS THEY BECOME ABSOLUTE
AND MATURED CONSIDERING ALL FINANCING ALTERNATIVES AND POTENTIAL ASSET SALES
REASONABLY AVAILABLE TO SUCH LOAN PARTY OR SUCH SUBSIDIARY OF A LOAN PARTY;
(B) HAS CAPITAL THAT IS