A RECENT DATE BY THE APPROPRIATE GOVERNMENTAL AUTHORITY
IN ITS JURISDICTION OF ORGANIZATION; THAT ATTACHED THERETO IS A TRUE AND
COMPLETE COPY OF THE BYLAWS OR OPERATING AGREEMENT OF SUCH PERSON AS IN EFFECT
ON THE DATE OF SUCH CERTIFICATION; THAT ATTACHED THERETO IS A TRUE AND COMPLETE
COPY OF RESOLUTIONS OR CONSENTS OF MEMBERS DULY ADOPTED BY THE BOARD OF
DIRECTORS OF SUCH PERSON AUTHORIZING THE BORROWINGS, PLEDGES OR GUARANTIES
CONTEMPLATED HEREUNDER, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THE GRANTING OF THE SECURITY
INTEREST; AND AS TO THE INCUMBENCY AND GENUINENESS OF THE SIGNATURE OF EACH
OFFICER OF SUCH PERSON EXECUTING LOAN DOCUMENTS.
(3)
CERTIFICATE AS TO ACQUISITION.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE CHIEF EXECUTIVE
OFFICER, CHIEF OPERATING OFFICER OR CHIEF FINANCIAL OFFICER OF BORROWER IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, TO THE
EFFECT THAT (I) THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH IN THE PURCHASE AGREEMENT AND (II) BORROWER HAS
DELIVERED TO ADMINISTRATIVE AGENT TRUE AND COMPLETE COPIES OF THE PURCHASE
AGREEMENT AND ALL OTHER DOCUMENTATION RELATED TO THE ACQUISITION AS
ADMINISTRATIVE AGENT SHALL REASONABLY HAVE REQUESTED, INCLUDING, TO THE EXTENT
REASONABLY REQUESTED, RELIANCE LETTERS FOR ANY OPINION OF COUNSEL.
(4)
CERTIFICATES OF GOOD STANDING.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED CERTIFICATES AS OF A RECENT DATE OF THE
GOOD STANDING OF BORROWER AND ITS SUBSIDIARIES UNDER THE LAWS OF THEIR
RESPECTIVE JURISDICTIONS OF ORGANIZATION AND SUCH OTHER JURISDICTIONS AS ARE
REQUESTED BY ADMINISTRATIVE AGENT.
(5)
OPINIONS OF COUNSEL. ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED FAVORABLE OPINIONS OF COUNSEL TO BORROWER ADDRESSED TO
ADMINISTRATIVE AGENT AND LENDERS WITH RESPECT TO BORROWER COVERING SUCH MATTERS
AS MAY BE REASONABLY REQUESTED BY ADMINISTRATIVE AGENT, INCLUDING, WITHOUT
LIMITATION, THE LOAN DOCUMENTS, THE SECURITY INTEREST, DUE AUTHORIZATION AND
OTHER CORPORATE MATTERS AND REGULATORY MATTERS (INCLUDING THE LICENSES) AND
WHICH ARE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT.
(D)
Collateral.
(1)
COLLATERAL PLEDGE. BORROWER AND COMMNET
SHALL HAVE EFFECTIVELY AND VALIDLY PLEDGED AND PERFECTED THE COLLATERAL
CONTEMPLATED BY THE SECURITY DOCUMENTS, INCLUDING THE PLEDGE OF ALL OF THE
CAPITAL STOCK OF BORROWER IN COMMNET, GUYANA TELEPHONE & TELEGRAPH COMPANY
LIMITED AND CHOICE COMMUNICATIONS, LLC.
(2)
FILINGS AND RECORDINGS. ALL FILINGS AND
RECORDINGS (INCLUDING, WITHOUT LIMITATION, ALL MORTGAGES, FIXTURE FILINGS AND
TRANSMITTING UTILITY FILINGS) THAT ARE NECESSARY TO PERFECT THE SECURITY
INTEREST IN THE COLLATERAL DESCRIBED IN THE SECURITY DOCUMENTS SHALL HAVE BEEN
FILED OR
46
RECORDED IN ALL APPROPRIATE LOCATIONS AND ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE SATISFACTORY TO ADMINISTRATIVE AGENT THAT SUCH SECURITY
INTEREST CONSTITUTES A VALID AND PERFECTED FIRST PRIORITY LIEN THEREIN.
(3)
LIEN SEARCHES. BORROWER SHALL HAVE
DELIVERED TO ADMINISTRATIVE AGENT THE RESULTS OF A LIEN SEARCH OF ALL FILINGS
MADE AGAINST BORROWER AND ITS SUBSIDIARIES UNDER THE UNIFORM COMMERCIAL CODE
(AND LOCAL TAX AND JUDGMENT FILING OFFICES) AS IN EFFECT IN ANY JURISDICTION IN
WHICH ANY OF ITS RESPECTIVE ASSETS ARE LOCATED, INDICATING, AMONG OTHER THINGS,