ANY DOMESTIC SUBSIDIARY OR THE GRANTING OF
A RIGHT OR A LICENSE IN RESPECT OF ANY IP RIGHTS FROM ANY LOAN PARTY OR ANY
DOMESTIC SUBSIDIARY DOES NOT INFRINGE ON THE RIGHTS OF ANY PERSON.
AS OF THE
CLOSING DATE, NONE OF THE IP RIGHTS OWNED BY ANY OF THE LOAN PARTIES IS SUBJECT
TO ANY LICENSING AGREEMENT OR SIMILAR ARRANGEMENT EXCEPT AS SET FORTH ON
SCHEDULE 5.17.
SECTION 5.18
BROKER'S FEES.
EXCEPT AS SET FORTH ON SCHEDULE
5.18, NEITHER ANY LOAN PARTY NOR ANY SUBSIDIARY HAS ANY OBLIGATION TO ANY PERSON
IN RESPECT OF ANY FINDER'S, BROKER'S, INVESTMENT BANKING OR OTHER SIMILAR FEE IN
CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED UNDER THE LOAN DOCUMENTS.
SECTION 5.19
LABOR MATTERS.
THERE ARE NO COLLECTIVE BARGAINING
AGREEMENTS OR MULTIEMPLOYER PLANS COVERING THE EMPLOYEES OF ANY LOAN PARTY OR
ANY
SUBSIDIARY AS OF THE CLOSING DATE, AND NEITHER ANY LOAN PARTY NOR ANY
SUBSIDIARY HAS SUFFERED ANY STRIKES, WALKOUTS, WORK STOPPAGES OR OTHER MATERIAL
LABOR DIFFICULTY WITHIN THE LAST FIVE (5) YEARS.
SECTION 5.20
BUSINESS LOCATIONS.
SET FORTH ON
SCHEDULE 5.20(A) IS A LIST OF ALL REAL PROPERTY LOCATED IN THE UNITED STATES
THAT IS OWNED OR LEASED BY ANY LOAN PARTY AS OF THE CLOSING DATE.
SET FORTH ON
SCHEDULE 5.20(B) IS A LIST OF ALL LOCATIONS WHERE ANY TANGIBLE PERSONAL PROPERTY
OF ANY LOAN PARTY HAVING A VALUE GREATER THAN $500,000 IS LOCATED AS OF THE
CLOSING DATE (WHICH LIST MAY INCLUDE OTHER LOCATIONS WHERE THE BORROWERS CARRY
OUT THEIR TELECOMMUNICATIONS BUSINESS), WHICH LIST SHALL BE UPDATED AS SET FORTH
IN SECTION 6.02(G) HEREOF.
SET FORTH ON SCHEDULE 5.20(C) IS THE CHIEF EXECUTIVE
OFFICE, TAX PAYER IDENTIFICATION NUMBER AND ORGANIZATIONAL IDENTIFICATION NUMBER
OF EACH LOAN PARTY AS OF THE CLOSING DATE.
THE EXACT LEGAL NAME AND STATE OF
ORGANIZATION OF EACH LOAN PARTY IS AS SET FORTH ON THE SIGNATURE PAGES HERETO.
EXCEPT AS SET FORTH ON SCHEDULE 5.20(D), NO LOAN PARTY HAS DURING THE FOUR
(4) YEARS PRECEDING THE CLOSING DATE (I) CHANGED ITS LEGAL NAME, (II) CHANGED
ITS STATE OF FORMATION, OR (III) BEEN PARTY TO A MERGER, CONSOLIDATION OR OTHER
CHANGE IN STRUCTURE.
SECTION 5.21
PERFECTION OF SECURITY INTERESTS IN THE
COLLATERAL.
THE COLLATERAL DOCUMENTS CREATE VALID SECURITY INTERESTS IN, AND
LIENS ON, THE COLLATERAL PURPORTED TO BE COVERED THEREBY, WHICH SECURITY
INTERESTS AND LIENS, TO THE EXTENT PERFECTION CAN BE EFFECTED PURSUANT TO
ARTICLE 8 OR 9 OF THE UCC, SHALL BE PERFECTED SECURITY INTERESTS AND LIENS,
PRIOR TO ALL OTHER LIENS, OTHER THAN PERMITTED LIENS, THE FILING OF UCC
FINANCING STATEMENTS AND THE TAKING OF SUCH OTHER ACTIONS CONTEMPLATED BY THE
LOAN DOCUMENTS.
SECTION 5.22
SOLVENCY.
BOTH BEFORE AND AFTER GIVING EFFECT TO
(A) THE LOANS TO BE MADE OR EXTENDED ON THE CLOSING DATE OR SUCH OTHER DATE AS
LOANS REQUESTED HEREUNDER ARE MADE OR EXTENDED, THE ISSUANCE OF THE GUARANTIES
OF THE OBLIGATIONS AND THE PLEDGE OF ASSETS AS SECURITY
78
THEREFOR BY ALL OF THE LOAN PARTIES, (B) THE DISBURSEMENT OF